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DRAFT RED HERRING PROSPECTUS
Dated July 18, 2025
(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
(Please scan the QR Code to view the Draft Red Herring Prospectus)
OSWAL ENERGIES LIMITED
(formerly known as Oswal Infrastructure Limited)
CORPORATE IDENTITY NUMBER: U45205GJ2013PLC073465
REGISTERED AND CORPORATE CONTACT PERSON TELEPHONE AND E-MAIL WEBSITE
OFFICE
Office No. 1322 to 1326, Swati Crimson and Aayushi Haresh Tekani Tel: +9174860 23301 www.oswalenergies.com
Clover, Near Shilaj Circle, Shilaj, Ahmedabad, Company Secretary and Compliance Officer E-mail: cs@oswalenergies.com
Daskroi-380059, Gujarat, India
OUR PROMOTERS: DIXIT JITENDRA BOKADIA, JAYANT BABULAL BOKADIA, RATAN BABULAL BOKADIA, RATAN BABULAL BOKADIA
(HUF), JAYANT BABULAL BOKADIA (HUF)
DETAILS OF THE OFFER
Type Fresh Issue size Offer for Sale size Total Offer size Eligibility and reservation
Fresh Issue Up to [●] Equity Up to 4,600,008 Up to [●] Equity The Offer is being made pursuant to Regulation 6(1) of the Securities and
and Offer for Shares of face Equity Shares of Shares of face value of Exchange Board of India (Issue of Capital and Disclosure Requirements)
Sale value of ₹10 each face value of ₹10 ₹10 each aggregating Regulations, 2018, as amended (“SEBI ICDR Regulations”). For further details,
aggregating up to each aggregating up up to ₹[●] million see “Other Regulatory and Statutory Disclosures - Eligibility for the Offer” on
₹2,500.00 million to ₹ [●] million page 495. For details in relation to share reservation amongst QIBs, NIIs, RIIs
(defined hereinafter) and Eligible Employees, see “Offer Structure” on page 514
DETAILS OF THE OFFER FOR SALE
Name of the Selling Type Number of Equity Shares offered/ Amount Weighted average cost of acquisition
Shareholder (in ₹ million) per Equity Share (in ₹)(1)(2)
Dixit Jitendra Bokadia Promoter Selling Up to 457,777 Equity Shares of face value of ₹10 each aggregating up to 0.27
Shareholder ₹[●] million
Jayant Babulal Bokadia Promoter Selling Up to 327,508 Equity Shares of face value of ₹10 each aggregating up to 1.00
Shareholder ₹[●] million
Ratan Babulal Bokadia Promoter Selling Up to 192,333Equity Shares of face value of ₹10 each aggregating up to 0.84
Shareholder ₹[●] million
Ratan Babulal Bokadia Promoter Selling Up to 190,587 Equity Shares of face value of ₹10 each aggregating up to 1.07
HUF Shareholder ₹[●] million
Jayant Babulal Bokadia Promoter Selling Up to 155,125 Equity Shares of face value of ₹10 each aggregating up to 0.64
HUF Shareholder ₹[●] million
Jitendra Hastimalji Promoter Group Up to 1,573,965 Equity Shares of face value of ₹10 each aggregating up 1.11
Bokadia Selling Shareholder to ₹[●] million
Babulal Hastimal Promoter Group Up to 1,070,583 Equity Shares of face value of ₹10 each aggregating up 1.11
Bokadia Selling Shareholder to ₹[●] million
Sarika Jayantkumar Promoter Group Up to 352,693 Equity Shares of face value of ₹10 each aggregating up to 0.34
Bokadia Selling Shareholder ₹[●] million
Padmavati Babulal Promoter Group Up to 212,770 Equity Shares of face value of ₹10 each aggregating up to 0.46
Bokadia Selling Shareholder ₹[●] million
B H Bokadia HUF Promoter Group Up to 66,667 Equity Shares of face value of ₹10 each aggregating up to 1.36
Selling Shareholder ₹[●] million
As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025
(1)
Pursuant to resolutions passed by our Board and the Shareholders in their meetings dated October 1, 2024, and November 15, 2024, respectively, our Company
(2)
has issued and allotted Equity Shares on November 20, 2024 through a bonus issue to the shareholders who held shares as on November 18, 2024 in the ratio of
ten (10) Equity Shares for every one (1) Equity Share held and accordingly the weighted average cost of acquisition is adjusted for the bonus
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10
each. The Floor Price, Cap Price and 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 under “Basis for Offer Price” on page 131 should not be considered to be indicative
of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor
regarding the price at which the Equity Shares will be traded after listing.GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of
losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision,
investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended or approved by
the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific
attention of the investors is invited to “Risk Factors” beginning on page 40.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard
to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all
material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in
any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only the statements specifically made or
confirmed by such Selling Shareholders in this Draft Red Herring Prospectus solely to the extent of information specifically pertaining to it and/or its respective portion
of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the
Selling Shareholder assumes no responsibility for any other statement in this Draft Red Herring Prospectus, including, inter alia, any of the statements made by or relating
to our Company or our Company’s business or any other Selling Shareholders or persons.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the stock exchanges being BSE Limited (“BSE”) and National
Stock Exchange of India Limited (“NSE, and together with the BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock Exchange shall be [●].
BOOK RUNNING LEAD MANAGER
Monarch Networth Capital Limited Contact Person: Tel: +91 22 6647 6400
Saahil Kinkhabwala/ E-mail: ecm@mnclgroup.com
Vivek Singhi
REGISTRAR TO THE OFFER
MUFG Intime India Private Limited Contact Person: Tel: +91 810 811 4949
(erstwhile known as Link Intime India Shanti Gopalkrishnan E-mail: oswalenergies.ipo@in.mpms.mufg.com
Private Limited)
BID/OFFER PERIOD
ANCHOR INVESTOR [●](1) BID/ OFFER [●] BID/ OFFER [●](2)(3)
BIDDING DATE OPENS ON CLOSES ON
(1) Our Company, in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor
Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
(2) Our Company in consultation with the Book Running Lead Manager, may consider closing the Bid/Offer Period for QIBs, one Working Day prior to the Bid/Offer Closing Date in
accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.DRAFT RED HERRING PROSPECTUS
Dated July 18, 2025
(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will
be updated upon filing with the RoC)
(Please scan the QR Code to view the 100% Book Built Offer
Draft Red Herring Prospectus
OSWAL ENERGIES LIMITED
(formerly known as Oswal Infrastructure Limited)
Our Company was originally incorporated as ‘Oswal Infra-Park Limited’, a public limited company under the Companies Act, 1956 at Ahmedabad, Gujarat, pursuant to a certificate of incorporation dated January 28, 2013, issued by the Registrar of
Companies, Gujarat. Dadra and Nagar Haveli at Ahmedabad (“RoC”). Thereafter, the name of our Company changed from ‘Oswal Infra-Park Limited’ to ‘Oswal Infrastructure Limited’ pursuant to a scheme of arrangement in the nature of merger and
de-merger which was sanctioned by the Hon’ble High Court of Gujarat vide order February 5, 2016. and subsequently, a fresh certificate of incorporation dated July 19, 2016, was issued by the RoC. Thereafter, the name of our Company was again
changed from ‘Oswal Infrastructure Limited’ to ‘Oswal Energies Limited’ pursuant to a resolution passed by our Board on April 23, 2024 and a special resolution passed by our shareholders on May 8, 2024. A fresh certificate of incorporation reflecting
this change was issued by the RoC on June 19, 2024, see “History and Certain Corporate Matters– Brief history of our Company” and “History and Certain Corporate Matters - Changes in the registered office of our Company” on page 337.
Corporate Identity Number: U45205GJ2013PLC073465
Registered and Corporate Office: Office No. 1322 to 1326, Swati Crimson and Clover, Near Shilaj Circle, Shilaj, Daskroi, Ahmedabad-380059, Gujarat, India
Contact Person: Aayushi Haresh Tekani, Company Secretary and Compliance Officer
Tel: +91 7468023301| E-mail: cs@oswalenergies.com | Website: www.oswalenergies.com
OUR PROMOTERS: DIXIT JITENDRA BOKADIA, JAYANT BABULAL BOKADIA, RATAN BABULAL BOKADIA, RATAN BABULAL BOKADIA (HUF), JAYANT BABULAL BOKADIA (HUF)
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF OSWAL ENERGIES LIMITED (FORMERLY KNOWN AS OSWAL INFRASTRUCTURE LIMITED)
(OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE OF FACE VALUE OF ₹10 EACH (THE “OFFER PRICE”) AGGREGATING UP TO ₹[●]MILLION (THE “OFFER”)
COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH BY OUR COMPANY AGGREGATING UP TO ₹2,500.00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP
TO 4,600,008 EQUITY SHARES (THE “OFFERED SHARES”) CONSISTING UP TO 457,777 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹[●] MILLION BY DIXIT JITENDRA BOKADIA, UP
TO 327,508 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹[●] MILLION BY JAYANT BABULAL BOKADIA, UP TO 192,333 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING
UP TO ₹[●] MILLION BY RATAN BABULAL BOKADIA, UP TO 190,587 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹[●] MILLION BY RATAN BABULAL BOKADIA HUF, UP TO 155,125
EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹[●] MILLION BY JAYANT BABULAL BOKADIA HUF, (COLLECTIVELY REFERRED TO AS THE “PROMOTER SELLING SHAREHOLDERS”)
UP TO 1,573,965 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹[●] MILLION BY JITENDRA HASTIMALJI BOKADIA, UP TO 1,070,583 EQUITY SHARES OF FACE VALUE OF ₹10 EACH
AGGREGATING UP TO ₹[●] MILLION BY BABULAL HASTIMAL BOKADIA, UP TO 352,693 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹[●] MILLION BY SARIKA JAYANTKUMAR
BOKADIA, UP TO 212,770 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹[●] MILLION BY PADMAVATI BABULAL BOKADIA, UP TO 66,667 EQUITY SHARES OF FACE VALUE OF ₹10 EACH
AGGREGATING UP TO ₹[●] MILLION BY B H BOKADIA HUF, (COLLECTIVELY REFERRED TO AS THE “PROMOTER GROUP SELLING SHAREHOLDERS” AND WITH PROMOTER SELLING SHAREHOLDERS,
REFERRED TO AS THE “SELLING SHAREHOLDERS” AND SUCH OFFER BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”)
THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE ₹10 EACH, AGGREGATING UP TO ₹[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY
SHARE CAPITAL, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS
THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF
THE EQUITY SHARES IS ₹10 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLM, AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED
ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER), AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED GUJARATI DAILY
NEWSPAPER, GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER
OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
IN CASE OF ANY REVISION IN THE PRICE BAND, THE BID/ OFFER PERIOD SHALL BE EXTENDED FOR AT LEAST THREE ADDITIONAL WORKING DAYS AFTER SUCH REVISION IN THE PRICE BAND, SUBJECT
TO THE BID/ OFFER PERIOD NOT EXCEEDING 10 WORKING DAYS. IN CASES OF FORCE MAJEURE, BANKING STRIKE OR SIMILAR UNFORESEEN CIRCUMSTANCES, OUR COMPANY IN CONSULTATION
WITH THE BRLM, MAY, FOR REASONS TO BE RECORDED IN WRITING, EXTEND THE BID/ OFFER PERIOD FOR A MINIMUM OF ONE WORKING DAY, SUBJECT TO THE BID/ OFFER PERIOD NOT EXCEEDING
10 WORKING DAYS. ANY REVISION IN THE PRICE BAND, AND THE REVISED BID/ OFFER PERIOD, IF APPLICABLE, SHALL BE WIDELY DISSEMINATED BY NOTIFICATION TO THE STOCK EXCHANGES, BY
ISSUING A PUBLIC NOTICE AND ALSO BY INDICATING THE CHANGE ON THE WEBSITES OF THE BRLM AND AT THE TERMINALS OF THE SYNDICATE MEMBERS AND BY INTIMATION TO THE DESIGNATED
INTERMEDIARIES AND SPONSOR BANKS, AS APPLICABLE.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process
in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided
that our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds only,
subject to valid Bids being received from domestic Mutual Funds at or above the price at which Equity Shares are allocated to Anchor Investors. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity
Shares shall be added to the QIB Category (excluding the Anchor Investor Portion) (the “Net QIB Category”). Further, 5% of the Net QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder
of the Net QIB Category shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for
allocation to Non-Institutional Investors (“NIIs”) (“Non-Institutional Category”), of which one-third of the Non-Institutional Category shall be available for allocation to Bidders with a Bid size of more than ₹200,000 and up to ₹1,000,000 and two-
thirds of the Non-Institutional Category shall be available for allocation to Bidders with a Bid size of more than ₹1,000,000 and under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to Bidders in
the other sub-category of the Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation to
Retail Individual Investors (“RIIs”) (“Retail Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to
Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application
Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI ID in case of UPI Bidders (defined hereinafter)) in which the Bid Amount will be blocked by the Self Certified Syndicate
Banks (“SCSBs”) or the Sponsor Bank(s), as the case may be. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 520.
RISKS IN RELATION TO FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10 each. The Floor Price, Cap Price and 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 under “Basis for Offer Price” on page 131 should not be considered to be
indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors
carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended
or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 40.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that
the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts,
the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each of the Selling Shareholders, severally and not
jointly, accepts responsibility for and confirms only the statements specifically made or confirmed by such Selling Shareholders in this Draft Red Herring Prospectus solely to the extent of information specifically pertaining to it and/or its respective
portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholder assumes no responsibility for any other statement
in this Draft Red Herring Prospectus, including, inter alia, any of the statements made by or relating to our Company or our Company’s business or any other Selling Shareholders or persons.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters
dated [●] and [●], respectively. For the purposes of the Offer, [●] shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Section 26(4) and Section
32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection”
on page 598.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
MONARCH NETWORTH CAPITAL LIMITED MUFG INTIME INDIA PRIVATE LIMITED
4th Floor, B Wing, Laxmi Towers, G Block, Bandra Kurla Complex, Bandra (East), (erstwhile known as Link Intime India Private Limited)
Mumbai 400 051, Maharashtra, India C 101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400083, Maharashtra, India
Tel: +91 22 6647 6400; E-mail: ecm@mnclgroup.com; Tel: +91 8108114949; E-mail: oswalenergies.ipo@in.mpms.mufg.com
Investor grievance e-mail: mbd@mnclgroup.com Investor grievance e-mail: oswalenergies.ipo@in.mpms.mufg.com
Contact Person: Saahil Kinkhabwala/ Vivek Singhi; Website: www.mnclgroup.com Contact Person: Shanti Gopalkrishnan; Website: https://in.mpms.mufg.com/
SEBI registration number: INM000011013 SEBI registration number: INR000004058
BID/OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE [●](1) BID/ OFFER OPENS ON [●] BID/ OFFER CLOSES ON [●](2)(3)
(1) Our Company, in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/
Offer Opening Date.
(2) Our Company in consultation with the Book Running Lead Manager, may consider closing the Bid/Offer Period for QIBs, one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS...................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................. 19
FORWARD-LOOKING STATEMENTS ..................................................................................................... 23
SUMMARY OF THE OFFER DOCUMENT ............................................................................................... 25
SECTION II – RISK FACTORS ...................................................................................................................... 40
SECTION III – INTRODUCTION ................................................................................................................... 74
THE OFFER .................................................................................................................................................. 74
SUMMARY FINANCIAL INFORMATION ............................................................................................... 77
GENERAL INFORMATION........................................................................................................................ 83
CAPITAL STRUCTURE .............................................................................................................................. 92
OBJECTS OF THE OFFER ........................................................................................................................ 118
BASIS FOR OFFER PRICE ....................................................................................................................... 131
STATEMENT OF SPECIAL TAX BENEFIT ............................................................................................ 143
SECTION IV – ABOUT OUR COMPANY ................................................................................................... 148
INDUSTRY OVERVIEW ........................................................................................................................... 148
OUR BUSINESS ......................................................................................................................................... 305
KEY REGULATIONS AND POLICIES .................................................................................................... 331
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................ 337
OUR MANAGEMENT ............................................................................................................................... 342
OUR PROMOTERS AND PROMOTER GROUP ..................................................................................... 364
DIVIDEND POLICY .................................................................................................................................. 371
SECTION V – FINANCIAL INFORMATION ............................................................................................. 372
RESTATED FINANCIAL INFORMATION ............................................................................................. 372
OTHER FINANCIAL INFORMATION .................................................................................................... 446
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................ 447
CAPITALISATION STATEMENT ............................................................................................................ 480
FINANCIAL INDEBTEDNESS ................................................................................................................. 481
SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 483
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................. 483
GOVERNMENT AND OTHER APPROVALS ......................................................................................... 489
OUR GROUP COMPANIES ...................................................................................................................... 492
OTHER REGULATORY AND STATUTORY DISCLOSURES .............................................................. 495
SECTION VII – OFFER RELATED INFORMATION ............................................................................... 507
TERMS OF THE OFFER ........................................................................................................................... 507
OFFER STRUCTURE ................................................................................................................................ 514
OFFER PROCEDURE ................................................................................................................................ 520
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................... 540
SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................ 541
SECTION IX – OTHER INFORMATION .................................................................................................... 598
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................... 598
DECLARATION ......................................................................................................................................... 601SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation,
rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule,
guideline, policy, circular, notification or clarification as amended and any reference to a statutory provision
shall include any subordinate legislation made from time to time under that provision.
Unless the context otherwise indicates, all references to “the Company”, and “our Company”, are references to
Oswal Energies Limited (formerly known as Oswal Infrastructure Limited), a public limited company
incorporated in India under the Companies Act, 1956 with its Registered and Corporate Office at Office No. 1322
to 1326, Swati Crimson and Clover, Near Shilaj Circle, Shilaj, Daskroi, Ahmedabad, Gujarat, India, 380059.
Furthermore, unless the context otherwise indicates, all references to the terms “we”, “us” and “our” are to our
Company on a consolidated basis.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Securities and Exchange Board of India Act,
1992 (“SEBI Act”), Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR Regulations”), the Securities Contracts (Regulation) Act, 1956,
as amended (“SCRA”), the Depositories Act, 1966, as amended or the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Statement of Special Tax Benefits”, “Basis of Offer”, “History and
Certain Corporate Matters”, “Industry Overview”, Financial Indebtedness “Key Regulations and Policies in
India”, “Financial Information”, “Outstanding Litigation and Material Developments” and “Main
Provisions of the Articles of Association”, beginning on pages 143, 131, 337, 148, 481, 331, 372, 483 and 541,
respectively, will have the meaning ascribed to such terms in those respective sections.
Company Related Terms
Term Description
Articles or Articles of The articles of association of our Company, as amended
Association or AoA
Audit Committee The audit committee of our Board, as described in “Our Management -
Committees of the Board – Audit Committee” on page 350
Board or Board of Directors The board of directors of our Company (including any duly constituted
committee thereof). For details, see “Our Management” on page 342
Chairman The chairman of our Board, namely Nagaraj Giridhar. For details, see “Our
Management” on page 342
Chief Financial Officer The chief financial officer of our Company, namely Kumar Subramanian. For
details, see “Our Management - Key Managerial Personnel and Senior
Management Personnel” on page 361
Company Secretary and The company secretary and compliance officer of our Company, namely
Compliance Officer Aayushi Haresh Tekani. For details, see “Our Management - Key Managerial
Personnel and Senior Management Personnel” on page 361
Corporate Social Responsibility The corporate social responsibility committee of our Board, as described in
Committee or CSR Committee “Our Management – Committees of the Board – Corporate Social
Responsibility Committee” on page 356
Director(s) The director(s) on our Board, as appointed from time to time. For details, see
“Our Management” on page 342
Dividend Policy Dividend distribution policy approved and adopted by our Board pursuant to its
resolution dated February 25, 2025
D&B Dun & Bradstreet Information Services India Limited
D&B Report The industry report regarding the industry and market data used in this Draft
Red Herring Prospectus which has been derived from industry publications, in
particular, the report titled “Energy Landscape in India: Oil and Gas
Infrastructure in India” dated July, 2025 prepared and issued by Dun &
Bradstreet Information Services India Limited, appointed by us on January 9,
1Term Description
2025 and exclusively commissioned and paid for by us in connection with the
Offer.
Equity Shares The equity shares of our Company of face value of ₹10 each
Executive Director(s) The executive director(s) on our Board. For details, see “Our Management”
on page 342
Group Companies In terms of SEBI ICDR Regulations, the term “group companies” includes (i)
companies (other than Promoter and subsidiaries) with which there were related
party transactions as disclosed in the Restated Financial Information as covered
under the applicable accounting standards, and (ii) any other companies as
considered material by our Board, in accordance with the Materiality Policy, as
described in “Our Group Companies” on page 492
Independent Director(s) The independent director(s) on our Board, as described in “Our Management”
on page 342
IPO Committee The IPO committee of our Board constituted to facilitate the process of the
Offer, as described in “Our Management” on page 342
Joint Statutory Auditors The joint statutory auditors of our Company, namely, Suresh R. Shah &
Associates, Chartered Accountants and Talati & Talati LLP, Chartered
Accountants
Key Managerial The key managerial personnel of our Company in terms of Regulation 2(1)(bb)
Personnel/KMP of the SEBI ICDR Regulations and as disclosed in “Our Management – Key
Managerial Personnel and Senior Management Personnel – Key Managerial
Personnel” on page 361
Managing Director and Vice- The managing director and vice-chairman on our Board, namely, Ratan Babulal
Chairman Bokadia. For details see “Our Management − Board of Directors” on page
342s
Manufacturing Unit I Our manufacturing facility located in Block No. 258, Paiki Ahmedabad-
Mehsana Express Highway, Village- OLA Taluka-Kalol, Gandhinagar,
Gujarat, India -382740
Materiality Policy Policy for identification of (i) companies to be disclosed as group companies;
(ii) material outstanding civil litigation proceedings involving our Company,
our Promoters and our Directors; and (iii) material creditors of the Company,
pursuant to the disclosure requirements under SEBI ICDR Regulations, as
adopted by the Board pursuant to its resolution dated July 11, 2025
Memorandum of Association or The memorandum of association of our Company, as amended from time to
MoA time
Nomination and Remuneration The nomination and remuneration committee of our Board, as described in
Committee “Our Management – Committees of the Board – Nomination and
Remuneration Committee” on page 352
Non-Executive and Non- The non-executive, non-promoter director on our Board, namely Nitin
Promoter Director Narendra Patil. For details see “Our Management − Board of Directors” on
page 342
Promoters The promoters of our Company, namely, Dixit Jitendra Bokadia, Jayant Babulal
Bokadia, Ratan Babulal Bokadia, Ratan Babulal Bokadia (HUF), and Jayant
Babulal Bokadia (HUF). For details, see “Our Promoters and Promoter
Group” on page 364
Promoter Selling Shareholders Dixit Jitendra Bokadia, Jayant Babulal Bokadia, Ratan Babulal Bokadia, Ratan
Babulal Bokadia (HUF), and Jayant Babulal Bokadia (HUF).
Promoter Group The individuals and entities constituting the promoter group of our Company
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations. For details, see
“Our Promoters and Promoter Group - Promoter Group” on page 364
Promoter Group Selling Jitendra Hastimalji Bokadia, Babulal Hastimal Bokadia, Sarika Jayantkuamr
Shareholders Bokadia, Padmavati Babulal Bokadia and B H Bokadia (HUF)
Registered and Corporate The registered and corporate office of our Company situated at Office No. 1322
Office to 1326, Swati Crimson and Clover, Near Shilaj Circle, Shilaj, Daskroi,
Ahmedabad – 380059, Gujarat, India
Registrar of Companies or RoC Registrar of Companies, Gujarat at Ahmedabad
2Term Description
Restated Financial Information The Restated Financial Information of our Company as at and for the Fiscals
2025, 2024, and 2023, comprising the restated statement of assets and liabilities
as at March 31, 2025, March 31, 2024, and March 31, 2023, the restated
statement of profit and loss (including other comprehensive income), the
restated statement of changes in equity and the restated statement of cash flow,
for the Fiscals 2025, 2024, and 2023, the summary statement of material
accounting policies, and other explanatory information prepared in accordance
with Section 26 of Part I of Chapter III of the Companies Act, 2013, as
amended, the SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the ICAI
Risk Management Committee The risk management committee of our Board, as described in “Our
Management – Committees of the Board –Risk Management Committee” on
page 354
Scheme 1 The composite scheme of arrangement sanctioned and approved by the
National Company Law Tribunal, Ahmedabad Bench pursuant to an order
dated February 5, 2016. It envisaged (i) de-merger of projects division of Oswal
Infrastructure Limited (De-merged Company) into Oswal Infra-Park Limited;
and (ii) merger of Sarth Fincap Private Limited and Nihon Overseas Private
Limited with Oswal Infrastructure Limited see “History and Certain
Corporate Matters - Details regarding material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets,
etc. in the last 10 years” on page 339
Scheme 2 The composite scheme of arrangement sanctioned and approved by the
National Company Law Tribunal, Ahmedabad Bench pursuant to an order
dated October 26, 2018 for amalgamation entered into between ECIS Group
S.R.L into Oswal Infrastructure Limited
Selling Shareholders The Promoter Selling Shareholder and Promoter Group Selling Shareholders,
collectively, the Selling Shareholders
Senior Management Personnel/ The senior management of our Company in terms of Regulation 2(1)(bbbb) of
SMP(s) the SEBI ICDR Regulations and as disclosed in “Our Management – Key
Managerial Personnel and Senior Management Personnel – Senior
Management Personnel” on page 361
Shareholders The shareholders of our Company from time to time
Stakeholders’ Relationship The stakeholder relationship committee of our Board, as described in “Our
Committee Management – Committees of the Board –Stakeholders’ Relationship
Committee” on page 354
Whole-time Director The whole-time director on our Board. For details, see “Our Management” on
page 342
Offer Related Terms
Term Description
Abridged Prospectus The memorandum containing such salient features of prospectus as may be
specified by SEBI in this regard
Acknowledgment Slip The slip or document issued by the relevant Designated Intermediary(ies) to the
Bidder as proof of registration of the Bid cum Application Form
Allot or Allotment or Allotted Unless the context otherwise requires, the allotment or transfer, as the case may
be of Equity Shares offered pursuant to the Fresh Issue and transfer of the
Offered Shares by the Selling Shareholders as part of the Offer for Sale to the
successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to all the Bidders who have Bid
in the Offer, after the Basis of Allotment has been approved by the Designated
Stock Exchange
Allottee A successful Bidder to whom an Allotment is made
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors
Price according to the terms of the Red Herring Prospectus and the Prospectus, which
will be 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
3Term Description
Form Investor Portion and which will be considered as an application for Allotment
in terms of the Red Herring Prospectus and the Prospectus
Anchor Investor Bidding Date The date, being one Working Day prior to the Bid/ Offer Opening Date, on
which Bids by Anchor Investors shall be submitted, prior to and after which the
BRLM will not accept any Bids from Anchor Investors, and allocation to
Anchor Investors shall be completed
Anchor Investor Offer Price The price at which the Equity Shares will be Allotted to Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which price will be
equal to or higher than the Offer Price but not higher than the Cap Price
The Anchor Investor Offer Price will be decided by our Company in
consultation with the BRLM
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding
Date, and in the event the Anchor Investor Allocation Price is lower than the
Offer Price, not later than two Working Days after the Bid/ Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Category which may be allocated by our Company in
consultation with the BRLM, to Anchor Investors on a discretionary basis, in
accordance with the SEBI ICDR Regulations out of which one-third of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the SEBI ICDR Regulations and the Red Herring Prospectus,
and who has Bid for an amount of at least ₹100 million
ASBA or Application An application, whether physical or electronic, used by ASBA Bidders to make
Supported by Blocked Amount a Bid and authorising an SCSB to block the Bid Amount in the specified bank
account maintained with such SCSB and will include amounts blocked by UPI
Bidders using the UPI Mechanism
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in
the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount
mentioned in the relevant ASBA Form and includes a bank account maintained
by a UPI Bidder linked to a UPI ID, which is blocked upon acceptance of a UPI
Mandate Request made by the UPI Bidders
ASBA Bidder(s) All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to
submit Bids which will be considered as the application for Allotment in terms
of the Red Herring Prospectus and the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank, the Refund Bank, the Public Offer
Account Bank and the Sponsor 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 520
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form,
and payable by the Bidder or blocked in the ASBA Account of the ASBA
Bidder, as the case may be, upon submission of the Bid in the Offer, as
applicable
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. Eligible Employees applying in the Employee Reservation
Portion can apply at the Cut-Off Price and the Bid Amount shall be Cap Price
multiplied by the number of Equity Shares Bid by such Eligible Employee and
mentioned in the Bid cum Application Form
The maximum Bid Amount under the Employee Reservation Portion by an
Eligible Employee shall not exceed ₹500,000. However, the initial Allotment
to an Eligible Employee in the Employee Reservation Portion shall not exceed
₹200,000. Only in the event of under-subscription in the Employee Reservation
Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹200,000,
4Term Description
subject to the maximum value of Allotment made to such Eligible Employee
not exceeding ₹500,000
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context
requires
Bid Lot [●] Equity Shares of face value of ₹10 each
Bid(s) An indication by a ASBA Bidder to make an offer during the Bid/Offer Period
pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding
Date by an Anchor Investor, pursuant to the submission of the Anchor Investor
Application Form, to subscribe to or purchase Equity Shares at a price within
the Price Band, including all revisions and modifications thereto, to the extent
permissible under the SEBI ICDR Regulations, in terms of the Red Herring
Prospectus and the Bid cum Application Form. The term ‘Bidding’ shall be
construed accordingly
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries shall not accept any Bid, being [●], which
shall be published in all editions of [●] (a widely circulated English national
daily newspaper), all editions of [●] (a widely circulated Hindi national daily
newspaper) and [●] editions of [●] (a widely circulated Gujarati daily
newspaper, Gujarati being the regional language of Gujarat, where our
Registered and Corporate Office is located). In case of any revisions, the
extended Bid/Offer Closing Date will be widely disseminated by notification to
the Stock Exchanges, by issuing a public notice, and also by indicating the
change on the websites of the BRLM and at the terminals of the other members
of the Syndicate and by intimation to the Designated Intermediaries and the
Sponsor Banks. Our Company, in consultation with the BRLM, may consider
closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer
Closing Date, in accordance with the SEBI ICDR Regulations
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids, which shall be
notified in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●] (a widely circulated Hindi national daily
newspaper), and [●] editions of [●] (a widely circulated Gujarati daily
newspaper, Gujarati being the regional language of Gujarat where our
Registered and Corporate Office is located)
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer
Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during
which Bidders (excluding Anchor Investors) can submit their Bids, including
any revisions thereof, in accordance with the SEBI ICDR Regulations and in
accordance with the terms of the Red Herring Prospectus
Bidding shall be kept open for a minimum of three Working Days for all
categories of Bidders, other than Anchor Investors
In cases of force majeure, banking strike or similar unforeseen circumstances,
our Company in consultation with the BRLM, may, for reasons to be recorded
in writing, extend the Bid/Offer Period for a minimum of one Working Day,
subject to the Bid/Offer Period not exceeding 10 Working Days
Our Company, in consultation with the BRLM, may consider closing the Bid/
Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in
accordance with the SEBI ICDR Regulations
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms,
i.e., Designated SCSB Branches for SCSBs, Specified Locations for Members
of the Syndicate, Broker Centres for Registered Brokers, Designated RTA
Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made
5Term Description
Book Running Lead Manager or The book running lead manager to the Offer, being Monarch Networth Capital
BRLM Limited
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can
submit the ASBA Forms to a Registered Broker, provided that Retail Individual
Investors may only submit ASBA Forms at such broker centres if they are
Bidding using the UPI Mechanism. The details of such broker centres, along
with the names and contact details of the Registered Brokers are available on
the respective websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com, updated from time to time
CAN or Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors,
Allocation Note who have been allocated the Equity Shares, on/after the Anchor Investor
Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor
Investor Offer Price will not be finalised and above which no Bids will be
accepted, including any revisions thereof. The Cap Price shall not be more than
120% of the Floor Price, provided that the Cap Price shall be at least 105% of
the Floor Price
Cash Escrow and Sponsor Bank The agreement to be entered into between our Company, the Selling
Agreement Shareholders, the Registrar to the Offer, the BRLM, Syndicate Member(s), the
Escrow Collection Bank(s), the Public Offer Account Bank(s), the Sponsor
Banks, and the Refund Bank(s) for, among other things, collection of the Bid
Amounts from the Anchor Investors and where applicable, transfer of funds to
the Public Offer Account(s) and where applicable remitting refunds, if any, to
Bidders on the terms and conditions thereof
CDP or Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered
Participant with SEBI and who is eligible to procure Bids at the Designated CDP Locations
in terms of SEBI ICDR Maste Circular and other applicable laws issued by
SEBI as per the lists available on the websites of the Stock Exchanges, as
updated from time to time
Cut-Off Price Offer Price, which shall be any price within the Price Band, finalised by our
Company, in consultation with the BRLM
Only Retail Individual Investors in the Retail Category and Eligible Employees
Bidding in the Employee Reservation Portion are entitled to Bid at the Cut-off
Price. QIBs (including Anchor Investors) and Non-Institutional Investors are
not entitled to Bid at the Cut-off Price
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s
father/ husband, investor status, occupation, bank account details and UPI ID,
as applicable
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms
used by the Bidders/ Applicants (excluding Anchor Investors) and a list of
which is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms. The
details of such Designated CDP Locations, along with names and contact details
of the Collecting Depository Participants eligible to accept ASBA Forms are
available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com, respectively), as updated from
time to time
Designated Date The date on which the funds from the Escrow Account are transferred to the
Public Offer Account or the Refund Account, as appropriate, and the relevant
amounts blocked in the ASBA Accounts are transferred to the Public Offer
Account(s) and/or are unblocked, as applicable, in terms of the Red Herring
Prospectus and the Prospectus, after finalization of the Basis of Allotment in
consultation with the Designated Stock Exchange, following which the Board
of Directors may Allot Equity Shares to successful Bidders in the Offer
Designated Intermediary(ies) SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who
are authorised to collect ASBA Forms from the ASBA Bidders, in relation to
the Offer
6Term Description
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to
RTAs
The details of such Designated RTA Locations, along with names and contact
details of the RTAs eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com, respectively) as updated from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of
which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm
Id=35, updated from time to time, or at such other website as may be prescribed
by SEBI from time to time
Designated Stock Exchange [●]
Draft Red Herring Prospectus or This draft red herring prospectus dated July 18, 2025 filed with SEBI and Stock
DRHP Exchanges in accordance with the SEBI ICDR Regulations, which does not
contain complete particulars of the price at which the Equity Shares will be
Allotted and the size of the Offer, including any addenda or corrigenda thereto
Eligible Employees Permanent employees of our Company (excluding such employees not eligible
to invest in the Offer under applicable laws, rules, regulations and guidelines),
as on the date of filing the Red Herring Prospectus with the RoC and who
continue to be a permanent employee of our Company until the submission of
the ASBA Form and is working and present in India or abroad as on the date of
submission of the ASBA Form and does not include our Promoters or persons
belonging to Promoter Group; or
Director of our Company, whether whole-time or otherwise, not holding either
himself/herself or through their relatives or through any body corporate,
directly or indirectly, more than 10% of the outstanding Equity Shares
(excluding Directors not eligible to invest in the Offer under applicable laws,
rules, regulations and guidelines) as of the date of filing of the Red Herring
Prospectus with the RoC and who continues to be a Director of our Company
until submission of the ASBA Form and is working and present in India or
abroad as on the date of submission of the ASBA Form
The maximum Bid Amount under the Employee Reservation Portion by an
Eligible Employee shall not exceed ₹500,000. However, the initial Allotment
to an Eligible Employee in the Employee Reservation Portion shall not exceed
₹200,000. Only in the event of an under-subscription in the Employee
Reservation Portion post initial Allotment, such unsubscribed portion may be
Allotted on a proportionate basis to Eligible Employees Bidding in the
Employee Reservation Portion, for a value in excess of ₹200,000, subject to the
total Allotment to an Eligible Employee not exceeding ₹500,000
Eligible FPIs FPIs 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 to the Equity Shares offered thereby
Eligible NRIs A non-resident Indian, resident in a jurisdiction outside India where it is not
unlawful to make an offer or invitation under the Offer and in relation to whom
the Red Herring Prospectus and the Bid Cum Application Form constitutes an
invitation to subscribe or purchase for the Equity Shares
Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares of face value of ₹10 each
aggregating up to ₹[●] million which shall not exceed 5% of the post Offer
Equity Share capital of our Company, available for allocation to Eligible
Employees, on a proportionate basis
Escrow Account(s) ‘No-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow
Collection Bank and in whose favour Anchor Investors will transfer the money
through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount while
submitting a Bid
7Term Description
Escrow Collection Bank Bank which is a clearing member and registered with SEBI as a banker to an
issue under the BTI Regulations, and with whom the Escrow Account(s) will
be opened, in this case being [●]
First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form
or the Revision Form and in case of joint Bids, whose name shall also appear
as the first holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above
which the Offer Price and the Anchor Investor Offer Price will be finalised and
below which no Bids will be accepted, and which shall not be less than the face
value of the Equity Shares
Fresh Issue The issue of up to [●] Equity Shares at ₹[●] per Equity Share (including a
premium of ₹[●] per Equity Share) aggregating up to ₹2,500.00 million by our
Company
General Information Document The General Information Document for investing in public offers, prepared and
issued in accordance with the SEBI circular number
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, issued by SEBI
and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the
BRLM
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company
Group Companies The companies identified as ‘group companies’ in accordance with Regulation
2(1)(t) of the SEBI ICDR Regulations including the Materiality Policy. For
details, see “Our Group Companies” on page 492
Monarch Monarch Networth Capital Limited
Monitoring Agency [●]
Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring
Agency prior to filing of the Red Herring Prospectus
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Category consisting of [●]
Equity Shares of face value of ₹10 each which shall be available for allocation
to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Offer Price
Net Offer The Offer, less the Employee Reservation Portion
Net Proceeds Gross Proceeds from the Fresh Issue less our Company’s share of the Offer
related expenses. For further details regarding the use of the Net Proceeds and
the Offer related expenses, see “Objects of the Offer” on page 118.
Net QIB Category The portion of the QIB Category less the number of Equity Shares Allotted to
the Anchor Investors
Non-Institutional Category The portion of the Offer, being not less than 15% of the Net Offer or [●] Equity
Shares of face value of ₹10 each, which will be made available for allocation
to Non-Institutional Investors of which one-third of the Non-Institutional
Category shall be available for allocation to Bidders with a Bid size of more
than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional
Category shall be available for allocation to Bidders with a Bid size of more
than ₹1,000,000, provided that under-subscription in either of these two sub-
categories of Non-Institutional Category may be allocated to Bidders in the
other sub-category of Non-Institutional Category in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer
Price
Non-Institutional Investors or All Bidders, including FPIs other than individuals, corporate bodies and family
NIIs offices, registered with the SEBI, that are not QIBs (including Anchor
Investors) or Retail Individual Investors or the Eligible Employees Bidding in
the Employee Reservation Portion, who have Bid for Equity Shares for an
amount of more than ₹200,000 (but not including NRIs other than Eligible
NRIs)
Offer Initial public offering of up to [●] Equity Shares of face value of ₹10 each for
cash at a price of ₹ [●] per Equity Share aggregating up to ₹[●] million
comprising the Fresh Issue and the Offer for Sale
8Term Description
Offer Agreement The agreement dated July 18, 2025 executed between our Company, the 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 of up to 4,600,008 Equity Shares of face value of ₹10 each
aggregating to ₹[●] million by the Selling Shareholders in the Offer. For further
information, see “The Offer” on page 74
Offer Price The final price at which Equity Shares will be Allotted to successful Bidders
other than Anchor Investors in terms of the Red Herring Prospectus. The Offer
Price will be decided by our Company, in consultation with the BRLM on the
Pricing Date, in accordance with the Book-Building Process and in terms of the
Red Herring Prospectus
Offered Shares The Equity Shares offered by the Selling Shareholders in the Offer by way of
Offer for Sale. For further information, see “The Offer” on page 74
Price Band The price band ranging from a Floor Price of ₹[●] per Equity Share to a Cap
Price of ₹[●] per Equity Share, including any revisions thereof. The Price Band
and minimum Bid Lot, as decided by our Company, in consultation with the
BRLM will be advertised in all editions of [●] (a widely circulated English
national daily newspaper), all editions of [●] (a widely circulated Hindi national
daily newspaper), and [●] editions of [●] (a widely circulated Gujarati daily
newspaper, Gujarati being the regional language of Gujarat, where our
Registered and Corporate Office is located), at least two Working Days prior to
the Bid/Offer Opening Date with the relevant financial ratios calculated at the
Floor Price and at the Cap Price, and shall be made available to the Stock
Exchanges for the purpose of uploading on their respective websites
Provided that the Cap Price shall be at least 105% of the Floor Price and shall
not be greater than 120% of the Floor Price
Pricing Date The date on which our Company in consultation with the BRLM, will finalise
the Offer Price
Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance
with Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations
containing, inter alia, the Offer Price, the size of the Offer and certain other
information, including any addenda or corrigenda thereto
Public Offer Account The ‘no-lien’ and ‘non-interest bearing’ 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 Account and from the ASBA Accounts on
the Designated Date
Public Offer Account Bank Bank which is a clearing member and registered with SEBI as a banker to an
issue, and with whom the Public Offer Account(s) will be opened for collection
of Bid Amounts from Escrow Account(s) and ASBA Accounts on the
Designated Date, in this case being [●]
QIB Bidders QIBs who Bid in the Offer
QIB Category The portion of the Offer (including the Anchor Investor Portion) being not more
than 50% of the Net Offer consisting of [●] Equity Shares of face value of ₹10
each which shall be available for allocation to QIBs (including Anchor
Investors), subject to valid Bids being received at or above the Offer Price or
Anchor Investor Offer Price (for Anchor Investors)
QIBs or Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
Buyers ICDR Regulations
Red Herring Prospectus or RHP The Red Herring Prospectus to be issued in accordance with Section 32 of the
Companies Act, 2013, and the provisions of the SEBI ICDR Regulations, which
will not have complete particulars of the price at which the Equity Shares will
be Allotted and the size of the Offer, including any addenda or corrigenda
thereto. The Red Herring Prospectus will be filed with the RoC at least three
Working Days before the Bid/Offer Opening Date and will become the
Prospectus upon filing with the RoC after the Pricing Date
Refund Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund
Bank(s), from which refunds, if any, of the whole or part of the Bid Amount to
Anchor Investors shall be made
9Term Description
Refund Bank The Banker to the Offer with whom the Refund Account(s) will be opened, in
this case being [●]
Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals
other
than the members of the Syndicate, and eligible to procure Bids SEBI ICDR
Master
Circular and other applicable circulars issued by SEBI
Registrar Agreement The agreement dated July 18, 2025 entered into between our Company, the
Selling Shareholders and the Registrar to the Offer, in relation to the
responsibilities and obligations of the Registrar to the Offer pertaining to the
Offer
Registrar to the Offer or MUFG Intime India Private Limited (erstwhile known as Link Intime India
Registrar Private Limited
Retail Category Portion of the Offer being not less than 35% of the Net Offer consisting of [●]
Equity Shares of face value of ₹10 each which shall be available for allocation
to Retail Individual Investors (subject to valid Bids being received at or above
the Offer Price)
Retail Individual Investors or Individual Bidders, who have Bid for the Equity Shares for an amount which is
RIIs not more than ₹200,000 in any of the bidding options in the Offer (including
HUFs applying through their karta and Eligible NRI Bidders) and does not
include NRIs (other than Eligible NRIs)
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the
Bid Amount in any of their Bid cum Application Forms or any previous
Revision Form(s)
QIB Bidders and Non-Institutional Investors are not allowed to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at
any stage. Retail Individual Investors and Eligible Employees Bidding in the
Employee Reservation Portion can revise their Bids during the Bid/ Offer
Period and withdraw their Bids until the Bid/ Offer Closing Date
RTAs or Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to
Transfer Agents procure Bids at the Designated RTA Locations in terms of the SEBI RTA
Master Circular, as per the list available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com), and the UPI Circulars
Self-Certified Syndicate The banks registered with SEBI, offering services in relation to ASBA (other
Bank(s) or SCSB(s) 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&intm
Id=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm
Id=35 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&intm
Id=40 or such other website as updated from time to time
Applications through UPI in the Offer can be made only through the SCSBs
mobile applications (apps) whose name appears on the SEBI website. A list of
SCSBs and mobile application, which, are live for applying in public issues
using UPI Mechanism is appearing in the “list of mobile applications for using
UPI in Public Issues” displayed on the SEBI website at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm
Id=43. The said list shall be updated on the SEBI website from time to time
Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement,
namely, [●]
Share Escrow Agreement The agreement to be entered into between our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the transfer of the
Offered Shares by the Selling Shareholders and credit of such Offered Shares
to the demat account of the Allottees in accordance with the Basis of Allotment
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders
10Term Description
Sponsor Bank(s) Bank(s) registered with SEBI which will be appointed by our Company to act
as a conduit between the Stock Exchanges and the National Payments
Corporation of India in order to push the UPI Mandate Request by the UPI
Bidders and carry out other responsibilities, in terms of the UPI Circulars in this
case being [●]
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 to be entered into between our Company, the Registrar to the
Offer, the Selling Shareholders, the BRLM and the Syndicate Members in
relation to the procurement of Bid cum Application Forms by the Syndicate
Syndicate Member(s) Syndicate members as defined under Regulation 2(1)(hhh) of the SEBI ICDR
Regulations
Syndicate or Members of the Together, the BRLM and the Syndicate Members
Syndicate
Underwriters [●]
Underwriting Agreement The agreement to be entered into between the Underwriters, our Company and
the Selling Shareholders, on or after the Pricing Date but prior to filing of the
Prospectus with the RoC
UPI Unified Payments Interface, which is an instant payment mechanism,
developed by NPCI
UPI Bidders
Collectively, individual investors who applied as (i) Retail Individual Investors
in the Retail Category; (ii) Eligible Employees in the Employee Reservation
Portion; and (iii) Non-Institutional Investors with a Bid size of up to ₹500,000
in the Non-Institutional Category bidding under the UPI Mechanism through
ASBA Form(s) submitted with Syndicate Members, Registered Brokers,
Collecting Depository Participants and Registrar and Share Transfer Agents
In accordance with the SEBI ICDR Master Circular, all individual investors
applying in public issues where the application amount is up to ₹500,000 are
required to use UPI Mechanism and are 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 Collectively, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019, SEBI RTA Master Circular (to the extent that such circulars
pertain to the UPI Mechanism), SEBI ICDR Master Circular, along with the
circulars issued by the Stock Exchanges in this regard, including the NSE
circular number 25/2022 dated August 3, 2022, and the BSE circular number
20220803-40 dated August 3, 2022 and any subsequent circulars or
notifications issued by SEBI or Stock Exchanges in this regard
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile
payment system developed by the National Payments Corporation of India
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI
application and by way of an SMS directing the UPI Bidder to such UPI
application) to the UPI Bidder initiated by the Sponsor Bank to authorise
blocking of funds equivalent to Bid Amount in the relevant ASBA Account
through UPI, and subsequent debit of funds in case of Allotment
UPI Mechanism The bidding mechanism that shall be used by UPI Bidders to make a Bid in the
Offer in accordance with UPI Circulars
UPI PIN Password to authenticate UPI transaction
Working Day All days on which commercial banks in Mumbai, India are open for business;
provided, however, with reference to (a) announcement of Price Band; and (b)
Bid/ Offer Period, the expression “Working Day” shall mean all days on which
commercial banks in Mumbai are open for business, excluding all Saturdays,
11Term Description
Sundays or public holidays; and (c) with reference to the time period between
the Bid/ Offer Closing Date and the listing of the Equity Shares on the Stock
Exchanges, the expression ‘Working Day’ shall mean all trading days of Stock
Exchanges, excluding Sundays and bank holidays, in terms of the circulars
issued by SEBI
Conventional and General Terms or Abbreviations
Term Description
AGM Annual general meeting of shareholders under the Companies Act, 2013
AIF An alternative investment fund as defined in and registered with SEBI under
the SEBI AIF Regulations
Banking Regulation Act Banking Regulation Act, 1949
BSE BSE Limited
BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations,
1994
CAGR Compounded annual growth rate
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Client ID Client identification number maintained with one of the Depositories in relation
to the demat account
COVID-2019/ 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
CLRA Contract Labour (Regulation and Abolition) Act, 1970
Companies Act, 1956 The erstwhile Companies Act, 1956 along with the relevant rules, regulations,
clarifications, circulars and notifications issued thereunder
Companies Act, 2013 Companies Act, 2013, along with the relevant rules, regulations, clarifications,
circulars and notifications issued thereunder
Consolidated FDI Policy The Consolidated FDI Policy, effective from October 15, 2020, issued by the
DPIIT, and any modifications thereto or substitutions thereof, issued from time
to time
CSR Corporate Social Responsibility
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996, read with regulations framed thereunder
DIN Director Identification Number
DP ID Depository Participant’s Identity Number
DP or Depository Participant A depository participant as defined under the Depositories Act
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry (formerly Department of Industrial Policy and
Promotion), GoI
EBIT Earnings before interest and tax
EBITDA EBITDA is calculated as profit before exceptional items and tax minus other
income plus finance costs, depreciation and amortisation
EBITDA Margin EBITDA margin is calculated EBDITA divided by revenue from operations
ECLGS Emergency credit line guarantee scheme
EPS Earnings Per Share
FCNR Account Foreign currency non-resident bank account established in accordance with the
provisions of FEMA
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder
FEMA Non-Debt Instruments Foreign Exchange Management (Non-debt Instruments) Rules, 2019 issued by
Rules the Ministry of Finance, GoI
Financial Year or FY or Fiscal Unless states otherwise, the period of 12 months commencing on April 1 of the
or Fiscal Year immediately preceding calendar year and ending on March 31 of that particular
calendar year
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations
12Term Description
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of
the Fugitive Economic Offenders Act, 2018
FVCI Foreign venture capital investors as defined and registered under the SEBI
FVCI Regulations
GECL Guaranteed emergency credit line
GoI or Government or Central The Government of India
Government
GST Goods and services tax
HUF Hindu undivided family
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards of the International Accounting
Standards Board
Income Tax Act The Income-tax Act, 1961, read with the rules framed thereunder
Income Tax Rules The Income-tax Rules, 1962
Ind AS The Indian Accounting Standards prescribed under section 133 of the
Companies Act, 2013, as notified under Companies (Indian Accounting
Standard) Rules, 2015
Indian GAAP Accounting standards notified under section 133 of the Companies Act, 2013,
read with Companies (Accounting Standards) Rules, 2006 and the Companies
(Accounts) Rules, 2014
IPO Initial public offering
IST Indian Standard Time
MCA The Ministry of Corporate Affairs, Government of India
MSME Micro, small and medium enterprise
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
N.A. Not applicable
NBFC-SI A systemically important non-banking financial company as defined under
Regulation 2(1)(iii) of the SEBI ICDR Regulations
NEFT National electronic fund transfer
Non-Resident A person resident outside India, as defined under FEMA and includes NRIs
NPCI National Payments Corporation of India
NRI A person resident outside India, who is a citizen of India or an overseas citizen
of India cardholder within the meaning of section 7(A) of the Citizenship Act,
1955
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB or Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date was eligible to undertake transactions pursuant to
general permission granted to OCBs under FEMA. OCBs are not allowed to
invest in the Offer
P/E Ratio Price / earnings ratio
PAN Permanent account number
PAT Profit after tax
PBT Profit before tax
PBT Margin Profit before tax margin
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
Resident Indian A person resident in India, as defined under FEMA
RTGS Real time gross settlement
SCORES SEBI Complaints Redressal System
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act,
13Term Description
1992
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital
Investors) Regulations, 2000
SEBI ICDR Master Circular SEBI master circular number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
November 11, 2024
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Listing Regulations The 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 RTA Master Circular SEBI master circular number SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated
May 7, 2024
SEBI SBEB SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021
SEBI Stock Broker Regulations Securities and Exchange Board of India (Stock Brokers) Regulations, 1992
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011
SEBI VCF Regulations Erstwhile, the Securities and Exchange Board of India (Venture Capital Fund)
Regulations, 1996
State Government The government of a state in India
Stock Exchanges Together, the BSE and NSE
TAN Tax deduction account number
Trade Marks Act The Trade Marks Act, 1999
TReDS Trade receivables discounting system which is an institutional mechanism
established by the RBI to facilitate the financing of trade receivables for
MSMEs from corporate buyers through multiple financiers. TReDS enables
MSMEs to upload invoices, which are authenticated by buyers and
subsequently financed by competing financiers through a transparent, digital
platform. This system aims to address delayed payments, improve liquidity, and
reduce the working capital constraints faced by MSMEs, while providing
corporate buyers and financiers with streamlined processes and enhanced
efficiency
U.S. GAAP Generally accepted accounting principles in the United States of America
U.S. QIBs “Qualified institutional buyers” as defined in Rule 144A under the U.S.
Securities Act
U.S. Securities Act The U.S. Securities Act of 1933
USD or $ U.S. Dollar
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI
VCF Regulations and the SEBI AIF Regulations, as the case may be
Wilful Defaulter Wilful Defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations
Year/ Calendar Year The 12-month period ending December 31
Technical/ Industry related abbreviations
Term Description
% Percentage
3D Three-Dimensional
ADNOC Abu Dhabi National Oil Company
AGEL Adani Green Energy Limited
AI Artificial Intelligence
AIMS Asset Integrity Management System
APGENCO Andhra Pradesh Power Generation Corporation Limited
14Term Description
APS Announced Pledges Scenario
Bcm Billion Cubic Metres
BECCs Bioenergy with Carbon Captures
BEE Bureau of Energy Efficiency
BHEL Bharat Heavy Electricals
BOO Build Own Operate
BOOT Build-Own-Operate-Transfer
BOP Blowout Preventer
BoP Balance of Plant
BPCL Bharat Petroleum Corporation Limited
BTG Boiler, Turbine, and Generator
CAD Computer-Aided Design
CAGR Compound Annual Growth Rate
CAPEX Capital Expenditure
CBG Compressed Biogas
CBM Coal Bed Methane
CCC Consolidated Contractors Company
CCEA Committee on Economic Affairs
CCS Carbon Capture and Storage
CCUS Carbon Caputure, Utilisation, and Storage
CERC Central Electricity Regulatory Commission
CGD City Gas Distribution
CGS City Gate Station
CH4 Methane
CMMS Computerized Maintenance Management Systems
CNG Compressed Natural Gas
CO2 Carbon Dioxide
COP28 Conference of the Parties 28
CPCL Chennai Petroleum Corporation Limited
CPF Counter-Terrorist Financing
CPI Consumer Price Index
CPSE(s) Central Public Sector Enterprise(s)
CSP Concentrated Solar Power
CTF Clean Technology Fund
CY Calendar Year
D&B Dun & Bradstreet
DAC Direct Air Capture
DGCA Directorate General of Civil Aviation
DGH Directorate General of Hydrocarbons
DRE Distributed Renewable Energy
DSF Discovered Small Field Policy
E&P Exploration and Production
ECBMR Enhanced Coal Bed Methan Recovery
EIA Environmental Impact Assessment
EJ Exajoules
EOR Enhanced Oil Recovery
EPC Engineering, Procurement & Construction
EPF Early Production Facility
EU European Union
EVs Electric Vehicles
FDI Foreign Direct Investment
FEA Finite Element Analysis
FEED Front-End Engineering Design
FMCG Fast-Moving Consumer Goods
FPSOs Floating Production, Storage and Offloading
FWKO Free Water Knockout
FX Foreign Exchange
15Term Description
FY Financial Year
GAIL Gas Authority of India Limited
GAs Geographical Areas
GBS Gross Budgetary Support
GCS Gas Collecting Station
GDP Gross Domestic Product
GLV Gas Lift Valve
GSPL Gujarat State Petronet Limited
GS Global Stocktake
GST Goods and Service Tax
GVA Gross Value Added
GW Giga Watt
H2 Dihydrogen
HELP Hydrocarbon Exploration and Licensing Policy
HMPL Hindustan Petroleum Corporation Limited
HP Hight-Pressure
Hp Horse Power
HPCL Hindustan Petroleum Corporation Limited
HPHT High-Pressure, High Temperature
HSD High-Speed Diesel
HVAC Heating, Ventilation, and Air Conditioning
IEA International Energy Agency
IGX India Gas Exchange
IIoT Industrial Internet of Things
IIP Index of Industrial Production
IIT Indian Institute of Technology
IMEC India-Middle East-Europe Economic Corridor
IMF International Monetary Fund
INR Indian Rupee
IO Integrated Operation
IOC Indian Oil Corporation Ltd
IOCL Indian Oil Corporation Limited
IoT Internet of Things
IREDA Renewable Energy Development Agency
ISA International Solar Alliance
ISO International Organisation for Standardization
ISPR Indian Strategic Petroleum Reserve
ISTS Interstate Transmission System
IT Information Technology
JNPT Jawaharlal Nehru Port Trust
JV Joint Venture
KSP-WGGS Kochi–Salem Pipeline – Western Gas Gathering Station
KV Kilo Volt
kWh Kilowatt-hours
L&T Larsen and Toubro
LACT Lease Automatic Custody Transfer
LDO Light Diesel Oil
LMT Local Mean Time
LMV Lower Master Value
LNG Liquefied Natural Gas
LPG Liquefied Petroleum Gas
Mb/d Million Barrels Per Day
MEA Ministry of External Affairs
MENA Middle East and North Africa
MFC(s) Microbial Fuel Cell(s)
MHI Ministry of Heavy Industries
MMSCM Million Standard Cubic Meters
16Term Description
MMT Million Metric Tonnes
MMTPA Million Metric Tonnes Per Annum
MNRE Ministry of New and Renewable Energy
MoEFCC Ministry of Environment, Forest and Climate Change
MoPNG Ministry of Petroleum and Natural Gas
MOSPI Ministry of Statistics & Programme Implementation
MRPL Mangalore Refinery and Petrochemicals Limited
MSW Municipal Solid Waste
MTPA Metric Tons Per Annum
MW Mega Watt
NALCO National Aluminium Company Limited
NAPCC National Action Plan on Climate Change
NDCs Nationally Determined Contributions
NDT Non-destructive testing
NELP New Exploration Licensing Policy
NGHM National Green Hydrogen Mission
NGL(s) Natural Gas Liquid(s)
NHAI National Highways Authority of India
NIP National Infrastructure Pipeline
NITI National Institution for Transforming India
NOx Nitrogen Oxides
NRL Numaligarh Refinery Limited
NRM Near Real-Time Monitoring
NSO National Statistics Office
NTPC National Thermal Power Corporation
NZE Net Zero Emission
O&M Operations and Maintenance
OALP Open Acreage Licensing Programme
OECD Organisation for Economic Co-Operation and Development
OEM(s) Original Equipment Manufacturer(s)
OIL Oil India Limited
ONGC Oil and Natural Gas Corporation
OPEC+ Organisation of the Petroleum Exporting Countries
PAT Perform, Achieve, and Trade
PEGS Plasma Enhanced Gasification Systems
PFCE Private Final Consumption Expenditure
PLFS Periodic Labour Force Survey
PLI Scheme Production-Linked Incentive Scheme
PMGS Prime Minister Gati Shakti
PM-KUSUM Pradhan Mantri – Kisan Urja Suraksha Evam Utthaan Mahabhiyan
PMUY Scheme Pradhan Mantri Ujjwala Yojana
PNG Piped Natural Gas
PNGRB Petroleum and Natural Gas Regulatory Board
PP-LC Policy linked with Local Content
PPP Public-Private Partnership
PSC Production Sharing Contract
PSUs Public Sector Undertaking(s)
PV Photovoltaic
PVC Polyvinyl Chloride
Pvt Private
R&D Research and Development
RBI Reserve Bank of India
RE Renewable Energy
RfS Request for Selection
RFQ Request for Quotation
RIL Reliance Industries Limited
RLNG Regasified Liquefied Natural Gas
17Term Description
ROs Retail Outlets
RPOs Renewable Obligations
RSC Revenue Sharing Contract
SATAT Sustainable Alternative Towards Affordable Transportation
SCEP Strategic Clean Energy Partnership
SDGs Sustainable Development Goals
SECI Solar Energy Corporation of India
SERCs State Electricity Regulatory Commission(s)
SIGHT Strategic Interventions for Green Hydrogen Transition
SKO Superior Kerosene Oil
SME(s) Small and Medium Enterprise(s)
SMR Small Modular Reactor
SOEC(s) Solid Oxide Electrolyzer(s)
SPMs Single Point Moorings
SPR Strategic Petroleum Reserves
SPV Special Purpose Vehicle
SSLNG Small Scale Liquefied Natural Gas
STEPS Stated Policies Scenario
SWOT Strengths, Weaknesses, Opportunities and Threats
THA Tubing Head Adapter
TMT Thermo Mechanically Treated
U.S. United States of America
UAE United Arab Emirates
UAVs Unmanned Aerial Vehicle(s)
UMV Upper Master Value
UNFCCC United Nations Framework Convention on Climate Change
UPI Unified Payment Interface
USD United States Dollar
UTs Union Territories
VGF Viability Gap Funding
VRT Vapor Recovery System
WACC Weighted Average Cost of Capital
WPI Wholesale Price Index
WTE Waste-to-Energy
Y-O-Y Year-over-Year
18CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Draft Red Herring Prospectus to ‘India’ are to the Republic of India and all references herein
to the “US”, the “U.S.”, the “U.S.A.” or the “United States” are to the United States of America.
All references herein to the ‘Government’, ‘Indian Government’, ‘GoI’, ‘Central Government’ or the ‘State
Government’ are to the Government of India, central or state, as applicable.
Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time
and all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this Draft Red
Herring Prospectus.
Financial and Other Data
Unless stated or the context requires otherwise, the financial information and financial ratios in this Draft Red
Herring Prospectus are derived from our Restated Financial Information. The Restated Financial Information
comprises the Restated Financial Information of our Company as at March 31, 2025, March 31, 2024, and March
31, 2023 comprising the restated statement of assets and liabilities as at and for the Fiscals 2025, 2024, and 2023,
the restated statement of profit and loss (including other comprehensive income), the restated statement of changes
in equity, the restated statement of cash flow for the Fiscals 2025, 2024, and 2023, the summary statement of
material accounting policies, and other explanatory information prepared in accordance with Section 26 of Part I
of Chapter III of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time.
For further information of our Company’s financial information, please see “Financial Information” on page
372.
There are significant differences between Indian GAAP, Ind AS, U.S. GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Draft Red Herring
Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our
financial data. Accordingly, the degree to which the financial information included in this Draft Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting policies and practices, the Companies Act, 2013, Ind AS, and the SEBI ICDR Regulations. Any
reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures
presented in this Draft Red Herring Prospectus should, accordingly, be limited. For details, see “Risk Factors –
Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS,
which may be material to the Restated Financial Information prepared and presented in accordance with SEBI
ICDR Regulations contained in this Draft Red Herring Prospectus” on page 69.
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. Accordingly, all references to a particular Fiscal or Financial Year 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 stated otherwise, or the context requires otherwise, all references to a
“year” in this Draft Red Herring Prospectus are to a calendar year.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal place and all
percentage figures have been rounded off to two decimal places. However, where any figures that may have been
sourced from third-party industry sources are rounded off to other than two decimal points in their respective
sources, such figures appear in this Draft Red Herring Prospectus as rounded-off to such number of decimal points
as provided in such respective sources.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 40,
305 and 447, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis
of amounts derived from the Restated Financial Information.
Non-Generally Accepted Accounting Principles Financial Measures
19This Draft Red Herring Prospectus contains certain non-GAAP financial measures and certain other statistical
information relating to our operations and financial performance like EBITDA Margin, PAT Margin, Return on
Equity, Net Asset Value per equity share, Net Worth, Return on Capital Employed, Total Borrowings , Net Debt,
Net Debt/Equity, Net Debt / EBITDA, Fixed Asset Turnover and Net Working Capital Days and certain other
statistical information relating to our operations and financial performance (together, “Non-GAAP Measures”)
that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these non-
GAAP measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP,
IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/
(loss) for the years/ period or any other measure of financial performance or as an indicator of our operating
performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived
in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. We compute and disclose such non-Indian GAAP
financial measures and such other statistical information relating to our operations and financial performance as
we consider such information to be useful measures of our business and financial performance. These non-Indian
GAAP financial measures and other statistical and other information relating to our operations and financial
performance may not be computed on the basis of any standard methodology that is applicable across the industry
and therefore may not be comparable to financial measures and statistical information of similar nomenclature
that may be computed and presented by other companies and are not measures of operating performance or
liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies.
For the risks relating to our Non-GAAP Measures, see “Risk Factors – We have included certain Non-GAAP
Measures, industry metrics and key performance indicators related to our operations and financial
performance in this Draft Red Herring Prospectus that are subject to inherent measurement challenges. These
Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial,
or industry-related statistical information of similar nomenclature computed and presented by other
companies. Such supplemental financial and operational information is therefore of limited utility as an
analytical tool for investors and there can be no assurance that there will not be any issues or such tools will
be accurate going forward.” on page 66.
Industry and Market Data
Unless stated otherwise, the industry and market data used in this Draft Red Herring Prospectus has been derived
from industry publications, in particular, the report titled “Energy Landscape in India: Oil & Gas Infrastructure
in India Limited” dated July, 2025 (“D&B Report”) prepared and issued by Dun & Bradstreet Information
Services India Limited (“D&B”), appointed by us on January 9, 2025 and exclusively commissioned and paid for
by us in connection with the Offer. D&B is an independent agency which has no relationship with our Company,
our Promoters, any of our Directors or Key Managerial Personnel, Senior Management Personnel, the BRLM or
the Selling Shareholders. For risks in relation to commissioned reports, see “Risk Factors – Certain sections of
this Draft Red Herring Prospectus contain information from the D&B Report which we commissioned and
purchased and any reliance on such information for making an investment decision in the Offer is subject to
inherent risks.” on page 64.
D&B vide letter dated July 17, 2025 has accorded their no objection and consent to use the D&B Report, in full
or in part, in relation to the Offer. The D&B Report is available on the website of our Company at
www.oswalenergies.com.
D&B has required us to include the following disclaimer in connection with the D&B Report:
“This study has been undertaken through extensive primary and secondary research, which involves compiling
inputs from publicly available sources, including official publications and research reports. Estimates provided
by Dun & Bradstreet (“Dun & 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 study in an independent and objective manner, and it has taken all reasonable care
to ensure its accuracy and completeness. We believe that this study 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
20the 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. The data used in these sources may have been re-classified
by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, no
investment decision should be made solely on the basis of such information. Further, industry sources and
publications are also prepared based on information as of a specific date and may no longer be current or reflect
current trends.
The extent to which industry and market data set forth in this Draft Red Herring Prospectus is meaningful depends
on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are
no standard data gathering methodologies in the industry in which we conduct our business, and methodologies
and assumptions may vary widely among different industry sources. Accordingly, no investment decision should
be made solely on the basis of such information. Such data involves risks, uncertainties and numerous assumptions
and is subject to change based on various factors, including those disclosed in “Risk Factors – Certain sections
of this Draft Red Herring Prospectus contain information from the D&B Report which we commissioned and
purchased and any reliance on such information for making an investment decision in the Offer is subject to
inherent risks.” on page 64.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 131, includes
information relating to our peer company and industry averages. Such information has been derived from publicly
available sources. Such industry sources and publications are also prepared based on information as at specific
dates and may no longer be current or reflect current trends. Industry sources and publications may also base this
information on estimates and assumptions that may prove to be incorrect.
Currency and Units of Presentation
All references to:
• “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic of India; and
• “U.S. Dollar(s)” or “USD” or “US Dollar” are to United States Dollars, the official currency of the United
States of America.
All the figures in this Draft Red Herring Prospectus have been presented in million or in whole numbers where
the numbers have been too small to present in million unless stated otherwise. One million represents 10 lakhs or
1,000,000, one billion represents 1,000 million and one trillion represents 1,000 billion. Certain figures contained
in this Draft Red Herring 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 two decimal points. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given, and (ii) the sum of the 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 million or may
be rounded off to other than two decimal points in the respective sources, and such figures have been expressed
in this Draft Red Herring Prospectus in such denominations or rounded-off to such number of decimal points as
provided in such respective sources.
Exchange Rates
This Draft Red Herring Prospectus contains conversion of certain other currency amount into Rupees that have
been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should
not be considered as a representation that these currency amounts have been, could have been or can be converted
into Rupees at any particular rate, the rates stated below or at all.
The following table sets forth as at the dates indicated, information with respect to the exchange rate between the
Indian Rupee and other foreign currencies:
(in ₹)
Exchange rate as on
Currency
March 31, 2025 March 31, 2024 March 31, 2023
USD 85.58 83.37 82.22
21Source: www.fbil.org
Note: : Exchange rate is rounded off to two decimal places. If the reference rate is not available on a particular
date due to a public holiday, exchange rates of the previous working day have been disclosed
22FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain “forward-looking statements”. All statements regarding our
expected financial condition and results of operations, business, plans and prospects are forward looking
statements, which may include statements with respect to our business strategy, our revenue and profitability, our
goals and other such matters discussed in this Draft Red Herring Prospectus regarding matters that are not
historical facts. These forward-looking statements generally can be identified by words or phrases such as “aim”,
“anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “projected”,
“should” “will”, “will continue”, “seek to”, “will pursue” or other words or phrases of similar import. Similarly,
statements that describe our expected financial conditions, results of operations, strategies, objectives, prospects,
plans or goals are also forward-looking statements. However, these are not the exclusive means of identifying
forward-looking statements. All forward-looking statements whether made by us or any third parties in this Draft
Red Herring Prospectus are based on our current plans, estimates, presumptions and expectations and 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.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company has businesses and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally which have an impact on our business activities or
investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates or prices, changes in the competitive landscape, the
performance of the financial markets in India and globally, incidence of any natural calamities and/or acts of
violence, changes in laws, regulations and taxes and changes in competition in our industry.
Important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:
1. A substantial portion of our income is derived from our top 10 clients; consequently, any decrease or
discontinuation in their business could negatively influence our financial health, operational results, and long-
term outlook.
2. Fluctuations or a potential downturn in the oil and gas sector could have an unfavorable effect on our financial
performance, operational stability, and overall growth prospects.
3. Our profitability and operations are closely tied to the availability and pricing of raw materials; any instability
or disruption in supply may lead to adverse financial and operational consequences.
4. Inability to consistently meet our customers’ demanding quality and performance criteria may result in
penalties, cancellations, or claims, which could harm our reputation and financial results.
5. Execution of our EPC projects involves various operational risks, and setbacks or disruptions could impact
our revenues, liquidity, and overall business performance.
6. Breakdowns in key partnerships or early termination of strategic alliances could hinder our operations, affect
stakeholder confidence, and pose financial and reputational risks.
7. There is a possibility that projects in our pipeline could face delays, modifications, or cancellations, and
awarded contracts may not materialize into final orders, potentially affecting our revenue and financial
position.
8. Our Project Division depends on precise pre-engineering assessments; any discrepancies during
implementation could result in significant deviations from planned financial outcomes.
9. Our standardized contracts may be weighted in favor of clients, which can limit our negotiation power and
increase our exposure to early exits or burdensome obligations.
10. Our success in winning new business is contingent on competitive tendering processes; failure to qualify or
secure contracts may affect our growth trajectory and financial outcomes.
For a further discussion on factors that could cause our actual results to differ from our expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 40, 305 and 447, respectively.
Forward-looking statements reflect our views as of the date of this Draft Red Herring Prospectus and are not a
23guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which
in turn are based on currently available information. Although we believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and
the forward-looking statements based on these assumptions could be incorrect. Neither our Company, our
Promoters, our Directors, the Selling Shareholders, the Syndicate, the Book Running Lead Manager, nor any of
their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions
do not come to fruition. There can be no assurance to Bidders that the expectations reflected in these forward-
looking statements will prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue
reliance on such forward-looking statements and not to regard such statements to be a guarantee of our future
performance.
In accordance with regulatory requirements of SEBI and as prescribed under applicable law, our Company will
ensure that investors in India are informed of material developments from the date of filing of the Red Herring
Prospectus until the date of listing and trading approvals by the Stock Exchanges. In accordance with the
requirements of SEBI and as prescribed under the applicable law, each of the Selling Shareholders will, severally
and not jointly, 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 it in the Red
Herring 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 each of the Selling
Shareholders to the extent of information pertaining to it and/or its respective portion of the Offered Shares, as
the case may be, in this Draft Red Herring Prospectus shall be deemed to be statements and undertakings made
by such Selling Shareholder.
24SUMMARY OF THE OFFER DOCUMENT
This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus
or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus,
including the sections titled “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”,
“Industry Overview”, “Our Business”, ”, “Our Promoter and Promoter Group” “Financial Information”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operation”, “Outstanding
Litigation and Material Developments”, “Offer Procedure” and “Main Provisions of the Articles of
Association” beginning on pages 40, 74, 92, 118, 148, 305, 364, 372, 447, 483, 520 and 541, respectively, of this
Draft Red Herring Prospectus.
Summary of our primary business
We are an integrated engineering, procurement and construction (“EPC”) company and manufacturer of process
equipment and packages, providing concept to commissioning solution as a one stop solution provider, with over
a decade of industry experience, a global presence and the capabilities to deliver integrated engineering, project
management, design, procurement, construction and manufacturing solutions to a diverse range of industries in
energy segment, including oil and gas, power and petrochemicals.
Our business operations are organized into two (2) primary divisions: (i) Project Division; and (ii) Heavy
Engineering Division. Under the Project Division, we carry out EPC services tailored to meet the unique needs of
our clients, and our expertise lies in surface facilities, early production facilities, steel pipelines network, gas
processing plants, and cross-country pipelines. Under the Heavy Engineering Division, we manufacture and
supply heavy equipment and products, namely process equipment, process skids and process packages. Most of
the EPC projects we executed for clients in the oil and gas industry, in the upstream segment and are of value
ranging from ₹500 million to ₹1,500 million. In the Heavy Engineering Division, our orders ranged from ₹100
million to ₹1,000 million. We have one (1) manufacturing facility located in Gandhinagar in the state of Gujarat
in India (the “Manufacturing Facility”). Our Company is committed to quality and safety, and we have ISO
9001:2015, ISO 45001:2018 and ISO 14001-2015 certifications, ensuring adherence to the highest standards. We
also maintain ASME “U” and “U2” stamps for our Manufacturing Facility. Our Manufacturing Facility had an
installed capacity of 2000 MT, 2000 MT, and 2000 MT for Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively.
In Fiscal 2025, Fiscal 2024, and Fiscal 2023, we (i) provided EPC services to customers in India under our Project
Division and (ii) supplied our products to customers in India and overseas under our Heavy Engineering Division.
Under the Project Division, we provide EPC services as a one-stop service provider to our customers in India,
which are tailored to meet the unique needs of our clients. Our expertise lies in surface facilities, early production
facilities, steel pipelines network, gas processing plants, and cross-country pipelines. Under the Heavy
Engineering Division, we exported our products to 9 countries, namely the United States of America, Spain, Italy,
Kazakhstan, UAE, Singapore, Malaysia, Nigeria, and South Korea.
For further information, see “Our Business” on page 305.
Summary of the industry in which we operate
The competitive landscape in India’s energy and oil & gas sector is influenced by several key factors, including
government policies, technological advancements, and the growing emphasis on renewable energy. These factors
are not only shaping the way energy is produced and consumed in India but are also creating a dynamic and
evolving environment for businesses operating in this sector. Companies in the energy and oil & gas space are
required to adapt quickly to these changing conditions to remain competitive.
As India continues to emphasize sustainable growth, these companies must not only adapt to the global energy
shift but also meet the changing domestic demand trends. The energy sector in India is undergoing a
transformation, and companies that can navigate these changes by focusing on innovation, sustainability, and
regulatory compliance will be better positioned for long-term success. The future of India’s energy landscape will
likely see increased integration of renewable energy solutions, smart technologies, and green infrastructure,
pushing companies to continuously evolve and maintain their competitive advantage.
25The company operates in a competitive landscape and faces competition from several established players in the
oil and gas EPC segment, including Anup Engineering, Deep Industries Ltd, Patels Airtemp (India) Ltd., Lloyds
Engineering Works Limited, among others. These companies also offer comparable EPC and process equipment
solutions across similar segments, with capabilities in modular fabrication, gas processing, and midstream
infrastructure.
(Source: D&B Report)
For further information, see “Industry Overview” on page 148.
Our Promoters
The Promoters of our Company are Dixit Jitendra Bokadia, Jayant Babulal Bokadia, Ratan Babulal Bokadia,
Ratan Babulal Bokadia (HUF), and Jayant Babulal Bokadia (HUF). For further details, see “Our Promoters and
Promoter Group” on page 364.
Offer Size
The Offer comprises of a Fresh Issue and an Offer for Sale. The following table summarizes the details of the
Offer. For further details, see “The Offer” and “Offer Structure” on pages 74 and 514, respectively.
Offer(1)(2) Up to [●] Equity Shares of face value of ₹10 each for a cash at a price ₹[●] per Equity
Share (including a premium of ₹[●] per Equity Share), aggregating up to ₹[●] million
which includes
Fresh Issue(1) Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹2,500.00 million
Offer for Sale(2) Up to 4,600,008 Equity Shares of face value of ₹10 each aggregating up to ₹ [●]
Name of the Selling Shareholder Equity Shares offered
Dixit Jitendra Bokadia Up to 457,777 Equity Shares of face value of
₹10 each aggregating up to ₹[●] million
Jayant Babulal Bokadia Up to 327,508 Equity Shares of face value of
₹10 each aggregating up to ₹[●] million
Ratan Babulal Bokadia Up to 192,333Equity Shares of face value of
₹10 each aggregating up to ₹[●] million
Jitendra Hastimal Bokadia Up to 1,573,965 Equity Shares of face value
of ₹10 each aggregating up to ₹[●] million
Babulal Hastimal Bokadia Up to 1,070,583 Equity Shares of face value
of ₹10 each aggregating up to ₹[●] million
Sarika Jayant Bokadia Up to 352,693 Equity Shares of face value of
₹10 each aggregating up to ₹[●] million
Padmavati Babulal Bokadia Up to 212,770 Equity Shares of face value of
₹10 each aggregating up to ₹[●] million
Ratan Babulal Bokadia (HUF) Up to 190,587 Equity Shares of face value of
₹10 each aggregating up to ₹[●] million
Jayant Babulal Bokadia (HUF) Up to 155,125 Equity Shares of face value of
₹10 each aggregating up to ₹[●] million
B H Bokadia (HUF) Up to 66,667 Equity Shares of face value of
₹10 each aggregating up to ₹[●] million
million
The Offer consists of:
Employee Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●] million
Reservation
Portion(3)
Net Offer Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●] million
(1) Our Board has authorised the Offer pursuant to its resolution dated July 11, 2025 and our Shareholders have
authorised the Fresh Issue pursuant to a special resolution dated July 11, 2025.
(2) Our Board has taken on record the approval for the Offer for Sale by each of the Selling Shareholders
pursuant to its resolution dated July 11, 2025. Each of the Selling Shareholders, severally and not jointly,
confirm that their respective portion of the Offered Shares have been held by them for a period of at least one
26year prior to the filing of this 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. Each of the Selling Shareholders have, severally and not
jointly, authorized the inclusion of their respective portion of the Offered Shares in the Offer for Sale. For
details of authorizations received for the Offer for Sale, see “Other Regulatory and Statutory Disclosures -
Authority for the Offer” on page 495.
(3) In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of
₹200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹500,000. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the
Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The undersubscribed
portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of
undersubscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from
the Employee Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer
paid-up Equity Share capital.
The Offer and Net Offer shall constitute [●]% and [●]%, respectively, of the post-Offer paid-up Equity Share
capital of our Company. For further details, see “The Offer” beginning on page 74.
Objects of the Offer
The Net Proceeds of the Fresh Issue are proposed to be utilized towards the following objects:
Estimated amount(1)
Sr. No Particulars
(in ₹ million)
1. Funding long-term working capital requirements of our Company 1,771.33
2. General Corporate Purposes(1) [●]
Total(2) [●]
(1) The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Fresh
Issue, in accordance with SEBI ICDR Regulations
(2) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the
RoC.
For further details, see “Objects of the Offer” on page 118.
Aggregate pre-Offer and post-Offer equity shareholding of our Promoters, members of our Promoter
Group and Selling Shareholders
The aggregate pre-Offer and post-Offer Equity shareholding and percentage of the pre-Offer and post-Offer paid-
up Equity Share capital, of each of our Promoters, members of our Promoter Group and Selling Shareholders as
on the date of this Draft Red Herring Prospectus is set forth below:
Pre-Offer Post-Offer(1)
Number of Equity Percentage of pre- Number of Equity Percentage of
Name
Shares of face value Offer Equity Shares of face post-Offer Equity
of ₹10 each Share capital (%) value of ₹10 each Share capital (%)
Promoters
Dixit Jitendra Bokadia(2) 10,017,018 21.02
Jayant Babulal Bokadia(2) 3,602,588 7.56 [●] [●]
Ratan Babulal Bokadia(2) 3,068,967 6.44 [●] [●]
Ratan Babulal Bokadia
2,096,457 4.40
(HUF) (2)
Jayant Babulal Bokadia
1,706,375 3.58
(HUF) (2)
Total (A) 20,491,405 42.99(3) [●] [●]
Promoter Group (other than Promoters)
Jitendra H Bokadia
4,677,967 9.81 [●] [●]
(HUF)
Rekhadevi J Bokadia 4,238,276 8.89 [●] [●]
Usha Bokadia 4,143,107 8.69 [●] [●]
27Pre-Offer Post-Offer(1)
Number of Equity Percentage of pre- Number of Equity Percentage of
Name
Shares of face value Offer Equity Shares of face post-Offer Equity
of ₹10 each Share capital (%) value of ₹10 each Share capital (%)
Jitendra Hastimal
4,132,074 8.67 [●] [●]
Bokadia(2)
Sarikadevi Bokadia(2) 3,879,613 8.14 [●] [●]
Babulal Hastimal Bokadia
2,528,934 5.31 [●] [●]
(2)
Padmavati Bokadia(2) 2,340,460 4.91 [●] [●]
B H Bokadia (HUF)(2) 733,337 1.54 [●] [●]
Varun Jitendra Bokadia 499,990 1.05 [●] [●]
B H Bokadia Family Trust 40 Negligible [●] [●]
J H Bokadia Family Trust 30 Negligible [●] [●]
Total (B) 27,173,828 57.01 [●] [●]
Total (A+B) 47,665,233 100 [●] [●]
(1) Subject to completion of the Offer and finalization of the Allotment. To be updated in Prospectus
(2) Also, a Selling Shareholder.
(3) The actual shareholding percentage of the Promoter’s contribution is 42.99% of the total paid-up share
capital of the Company. However, due to rounding off during computation, it is represented as 43.00%
individually in the above calculations. The difference of 0.01% is purely on account of rounding off
adjustments. For the purpose of this certification, the percentage considered is the actual holding of 42.99%.
Pre-Offer and post-Offer equity shareholding of our Promoters, Promoter Group (other than our
Promoters) and additional top 10 Shareholders
Post-Offer shareholding**
Pre-Offer shareholding as
on the date of this Draft At the lower end of the At the upper end of the
Red Herring Prospectus price band ₹[●] price band (₹[●])
Name Percentage Number of Percentage Number of Percentage
Number of of pre- Equity of post- Equity of post-Offer
Equity Shares Offer Shares of Offer Equity Shares of Equity
of face value Equity face value of Share face value of Share
of ₹10 each Share ₹10 each capital (%) ₹10 each capital (%)
capital (%)
(A) Promoters
Dixit Jitendra [●] [●] [●] [●]
10,017,018 21.02
Bokadia(2)
Jayant Babulal [●] [●] [●] [●]
3,602,588 7.56
Bokadia(2)
Ratan Babulal [●] [●] [●] [●]
3,068,967 6.44
Bokadia(2)
Ratan Babulal [●] [●] [●] [●]
2,096,457 4.40
Bokadia (HUF) (2)
Jayant Babulal [●] [●] [●] [●]
1,706,375 3.58
Bokadia (HUF) (2)
Total (A) 20,491,405 42.99(1) [●] [●] [●] [●]
(B) Promoter Group (other than Promoters)
Jitendra H
4,677,967 9.81 [●] [●] [●] [●]
Bokadia (HUF)
Rekhadevi J
4,238,276 8.89 [●] [●] [●] [●]
Bokadia
Usha Bokadia 4,143,107 8.69 [●] [●] [●] [●]
Jitendra Hastimal
4,132,074 8.67 [●] [●] [●] [●]
Bokadia(2)
Sarikadevi
3,879,613 8.14 [●] [●] [●] [●]
Bokadia(2)
28Post-Offer shareholding**
Pre-Offer shareholding as
on the date of this Draft At the lower end of the At the upper end of the
Red Herring Prospectus price band ₹[●] price band (₹[●])
Name Percentage Number of Percentage Number of Percentage
Number of of pre- Equity of post- Equity of post-Offer
Equity Shares Offer Shares of Offer Equity Shares of Equity
of face value Equity face value of Share face value of Share
of ₹10 each Share ₹10 each capital (%) ₹10 each capital (%)
capital (%)
Babulal Hastimal
2,528,934 5.31 [●] [●] [●] [●]
Bokadia (2)
Padmavati
2,340,460 4.91 [●] [●] [●] [●]
Bokadia(2)
B H Bokadia
733,337 1.54 [●] [●] [●] [●]
(HUF) (2)
Varun Jitendra
499,990 1.05 [●] [●] [●] [●]
Bokadia
B H Bokadia
40 Negligible [●] [●] [●] [●]
Family Trust
J H Bokadia
30 Negligible [●] [●] [●] [●]
Family Trust
Total (B) 27,173,828 57.01 [●] [●] [●] [●]
(C) Additional Top 10 Shareholders (other than our Promoters and Promoter Group)*
Nil***
Total (C)
Total (A+B+C) 47,665,233 100.00 [●] [●] [●] [●]
Notes:
^To be updated in the Prospectus prior to filing with the RoC
*As per the shareholding as on date of this Draft Red Herring Prospectus
**Subject to finalization of Basis of Allotment.
***There are no other shareholders except the Promoters and Promoter Group
(1) The actual shareholding percentage of the Promoter’s contribution is 42.99% of the total paid-up share capital
of the Company. However, due to rounding off during computation, it is represented as 43.00% individually in
the above calculations. The difference of 0.01% is purely on account of rounding off adjustments. For the purpose
of this certification, the percentage considered is the actual holding of 42.99%.
For further details, see “Capital Structure” beginning on page 92.
Summary of Selected Financial Information derived from our Restated Financial Information
The summary of selected financial information of the Company derived from the Restated Financial Information
is set forth below:
(₹ in million, except per share data)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Equity Share capital 476.65 43.33 43.33
Net worth(1) 1227.00 569.05 268.65
Revenue from operations 4108.74 2560.37 1600.12
Profit/(loss) after tax 657.95 300.77 53.40
Basic EPS (₹)(2)(6) 13.80 6.31 1.12
Diluted EPS (₹)(3)(6) 13.80 6.31 1.12
Net asset value per equity
25.74 11.94 5.64
share (₹)(4)(6)
Total borrowings(5) 193.15 157.33 107.31
Notes:
(1) Net worth means the aggregate value of the paid-up share capital and reserve 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
29accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance
sheet, but does not include reserve created out of revaluation of assets, capital reserve, write-back of deprecation and
amalgamation as on and Fiscal 2025, 2024, and 2023.
(2) Basic earnings per share (₹) is calculated by dividing the net restated profit for the year attributed to equity shareholders
by the weighted average number of Equity Shares outstanding during the period/year computed in accordance with Ind
AS 33.
(3) Diluted earnings per share (₹) is calculated by dividing the net restated profit for the year attributable to equity
shareholders by the weighted average number of Equity Shares outstanding during the period/year as adjusted for the
effects of all dilutive potential Equity Shares outstanding during the period/year computed in accordance with Ind AS
33
(4) Net asset value per Equity Share (₹) is computed as Net Asset Value, divided by the weighted average number of equity
shares outstanding for basic and dilutive EPS.
(5) Total borrowings represent sum of current borrowings and non-current borrowings.
(6) Pursuant to resolutions passed by our Board and the Shareholders in their meetings dated October 1, 2024, and
November 15, 2024, respectively, our Company has issued and allotted Equity Shares on November 20, 2024 through a
bonus issue to the shareholders who held shares as on November 18, 2024 in the ratio of ten (10) Equity Shares for
every one (1) Equity Share held and accordingly NAV, Basic EPS, Diluted EPS is adjusted for bonus for Fiscal 2025,
2024, 2023. For further details, see “Restated Financial Information” on page 372.
Qualifications of the Joint Statutory Auditors which have not been given effect to in the Restated Financial
Information
The Joint Statutory Auditors have not made any qualifications in their examination report, which have not been
given effect to in the Restated Financial Information.
Summary of Outstanding Litigation and Material Developments
A summary of outstanding litigation proceedings involving our Company, our Promoters, our Directors, our Key
Managerial Personnel and Senior Managerial Personnel as disclosed in this Draft Red Herring Prospectus as per
the Materiality Policy, is provided below.
Disciplinary
actions by
the SEBI or
Stock Material
Category Statutory Exchanges civil Other Aggregate
of Criminal Tax or against our litigation material amount
individuals/ proceedings proceedings regulatory Promoters as per the pending involved* (₹
entities actions in the last Materiality proceedings in million)
five years, Policy
including
outstanding
action
Company
By our 2 NIL NIL NIL Nil Nil 9.53
Company
Against our 1 4 NIL NIL 1 Nil 41.71
Company
Group Companies
Outstanding NIL NIL NIL NIL NIL NIL NIL
litigation
which may
have a
material
impact on
our
Company
Directors (other than our Promoter)
By our NIL NIL NIL NIL NIL NIL NIL
Directors
30Disciplinary
actions by
the SEBI or
Stock Material
Category Statutory Exchanges civil Other Aggregate
of Criminal Tax or against our litigation material amount
individuals/ proceedings proceedings regulatory Promoters as per the pending involved* (₹
entities actions in the last Materiality proceedings in million)
five years, Policy
including
outstanding
action
Against our NIL NIL NIL NIL NIL NIL NIL
Directors
Promoters
By the NIL NIL NIL NIL NIL NIL NIL
Promoters
Against our NIL NIL NIL NIL NIL NIL NIL
Promoters
Key Managerial Personnel
By the Key NIL Not Not Not Not Not Not
Managerial Applicable Applicable Applicable Applicable Applicable Applicable
Personnel
Against our NIL Not Nil Not Not Not Not
Key Applicable Applicable Applicable Applicable Applicable
Managerial
Personnel
Senior Managerial Personnel
By the NIL Not Not Not Not Not Not
Senior Applicable Applicable Applicable Applicable Applicable Applicable
Managerial
Personnel
Against the NIL Not Nil Not Not Not Not
Senior Applicable Applicable Applicable Applicable Applicable
Managerial
Personnel
* To the extent quantifiable.
As on the date of this Draft Red Herring Prospectus, there is no outstanding litigation involving our Group
Companies which may have a material impact on our Company.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 483.
Risk Factors
Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. Details
of our top 10 risk factors are set forth below:
1. Our Company focuses on manufacturing of process packages, skids and equipment as well as the provision
of Engineering, Procurement and Construction (“EPC”) services for various industrial sectors, with a focus
on the upstream segment of the oil and gas industry. Due to the limited players in the upstream segment of
oil and gas industry, we derive a significant portion of our revenue from operations from our top 10 clients.
The loss of, or a significant reduction in, business from any of our major clients may could adversely affect
our business, financial condition, results of operations and future prospects
2. Our business being heavily dependent on the upstream segment of the oil and gas industry, any downturn in
the oil and gas industry would create an adverse impact on our results of operations, financial condition and
business prospects.
3. As we primarily require steel, pipes, fittings, flanges, plates, etc. for manufacturing process equipment,
31process skids and process packages, and require pipes, cables, fittings, equipment, panels, instruments, valves,
etc. for EPC projects, our business and profitability is substantially dependent on the availability and cost of
these raw materials. Any disruption to the timely and adequate supply of raw materials, or volatility in the
prices of raw materials may adversely impact our business, results of operations and financial condition.
4. Being an integrated EPC company and manufacturer of process equipment and packages, providing one stop
solution to customers in the oil & gas, power, petrochemical and other end-suer industries, we are measured
against high quality standards and stringent performance requirements by our customers. Any failure by us
to comply with these standards or performance requirements may lead to the cancellation of existing and
future orders, recalls, liquidated damages, invocation of performance bank guarantees or warranty and
indemnity or liability claims, which could adversely affect our reputation, business, results from operations,
financial conditions and cash flows.
5. Most of the EPC project we undertake are by their nature long-term (generally, around 12 to 36 months) and
consequently expose us to a variety of implementation risks. The construction of EPC projects, including the
required infrastructure, is subject to a number of contingencies. If these new projects are affected by such
contingencies, our business, results of operations, financial condition and cash flows may be adversely
affected.
6. In order to enhance our technological capacity and performance such that we can pre-qualify for EPC projects
in various sectors, we enter into strategic alliances and partnerships with leading technology companies. Any
non-performance, underperformance by our partners or premature termination of such relationship may
adversely affect our business, reputation, financial condition and results of operations.
7. Our Order Book comprises our estimated revenues from the unexecuted portions of all our existing contracts
as of a particular date and is calculated on the basis of the estimated aggregate contract value of the unexecuted
projects of our existing EPC and HED contracts. The Orders in our order book may be delayed, truncated,
modified, or cancelled, and notice of awards may be withdrawn or may not translate into confirmed orders,
which may have an adverse effect on our business, results of operations and financial conditions.
8. Under our Project Division, we have developed in-house resources with key competencies to deliver a project
from conceptualization to completion and are, therefore, dependent on our design and engineering teams to
accurately carryout the pre-approval engineering studies for potential projects. Any deviation during the
execution of the project as compared to our pre-approval estimates could have a material adverse effect on
our cash flows, results of operations and financial condition.
9. The work contracts entered into by us are usually standard in the form and manner as approved by our clients,
including Government entities. Therefore, we have a limited scope to negotiate the terms of such work
contracts, especially those of Government entities, some of which terms may be more favourable to our
clients. These work contracts may contain terms that favour our clients, which may enable them to terminate
our contracts prematurely under various circumstances beyond our control and as such, we have limited
ability to negotiate terms of such contracts and may have to accept unusual or onerous provisions.
10. We obtain a part of our business through a competitive bidding process by the by government
authorities/bodies and Private Companies in which we compete for projects based on, among other factors,
pricing, technological capabilities, and performance, as well as reputation for quality, experience, past track
record, and financing capabilities. We may not be able to qualify for, compete and win future projects, which
could adversely affect our business and results of operations.
For details, see “Risk Factors” beginning on page 40.
Summary of Contingent Liabilities and Commitments
The following is a summary table of our contingent liabilities as per Ind AS 37 as on March 31, 2025 as indicated
in our Restated Financial Information.
(₹ in million)
Particulars As at Fiscal, 2025
(A) Contingent liabilities
In respect of Bank Guarantees & LC's issued by Banks on behalf of the Company 1212.97
In respect of Income Tax Liability that may arise for which the Company is in appeal 1.02
In respect of Sales Tax/VAT/GST 8.34
In respect of Corporate Guarantees -
Claims against the Company not acknowledged as debt 5.60
In respect of others -
32Particulars As at Fiscal, 2025
Total 1,227.92
Notes:
1. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above
pending resolution of the respective proceedings. Future cash outflows in respect of the above are
determinable only on receipt of judgments/decisions pending with various forums/ authorities.
2. The amounts represent the best possible estimates arrived at on the basis of available information.
3. The Company does not expect any outflow of economic resources in respect of the above and therefore no
provision is made in respect thereof.
For further details, please see “Restated Financial Information ”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Outstanding Litigation and Material Developments”
beginning on pages 372, 447 and 483, respectively.
Summary of Related Party Transactions
The following is the summary of transactions with related parties for the Fiscals 2025, 2024, and 2023, as per the
requirements under Ind AS 24, derived from the Restated Financial Information.
(₹ in million, unless otherwise specified)
Year Year Year
ended % of ended % of ended % of
Name of Nature of
31st Total 31st Total 31st Total
Related Party Transaction
March Revenue March Revenue March Revenue
2025 2024 2023
(i) Ratan Remuneration 9.90 0.24 7.20 0.28 4.80 0.30
Bokadia
Loan taken 19.73 0.48 5.05 0.20 28.70 1.79
Loan Repaid 20.53 0.50 24.29 0.95 10.37 0.65
Interest - -
Expense
(ii) Jayant Remuneration 9.90 0.24 - - - -
Bokadia Loan Taken 40.00 0.97 7.50 0.29 22.90 1.43
Loan Repaid 53.30 1.30 16.10 0.63 1.00 0.06
Interest - - - - - -
Expenses
(iii) Dixit Remuneration 4.80 0.12 3.60 0.14 3.60 0.22
Bokadia Loan Taken - - 7.28 0.28 6.34 0.40
Loan Repaid - - 12.68 0.50 2.29 0.14
Reimbursement 0.25 0.01 - - - -
Of expenses
(iv) Babulal Other Advance - - 23.70 0.93 10.30 0.64
Bokadia Taken
Other Advance 24.00 0.58 10.00 0.39 - -
Repaid
(v) Vivek Doshi Interest - - - - 0.93 0.06
Expense
Loan Taken 0.59 0.01 0.59 0.02 34.40 2.15
Loan Repaid 0.59 0.01 1.43 0.06 50.96 3.18
(vi) Mrs. Rent Expense 0.66 0.02 0.72 0.03 - -
Padmavati
Bokadia
(vii) Mrs. Rent Expense 1.04 0.03 1.04 0.04 - -
Rekhadevi
Bokadia
(viii) Mrs. Rent Expense 0.68 0.02 0.68 0.03 - -
Sarika Bokadia
(ix) Mrs. Usha Rent Expense 0.68 0.02 0.68 0.03 - -
Bokadia
(x) Varun Professional - - 1.20 0.05 1.20 0.07
Bokadia Fees
33Year Year Year
ended % of ended % of ended % of
Name of Nature of
31st Total 31st Total 31st Total
Related Party Transaction
March Revenue March Revenue March Revenue
2025 2024 2023
Reimbursement 0.07 0.00 0.01 0.00 - -
of expenses
Remuneration 2.40 0.06 - - - -
(xi) Mr. Nitin Professional 2.00 0.05 0.30 0.01 - -
Patil Fees
Sitting Fees 0.04 0.00 - - - -
(xii) Mr. Ulhas Sitting Fees 0.12 0.00 - - - -
Dharmadhikari
(xiii)Mr. Sitting Fees 0.12 0.00 - - - -
Nagaraj
Giridhar
(xiv) Ms. Sitting Fees 0.12 0.00 - - - -
Arpana
Sandeep Shah
(xv) Mr Parth Sitting Fees 0.20 0.00 - - - -
Shah
(b) Transactions with enterprises under control or enterprises over which Key Managerial Personnel have
significant influence:
(i) Oswal Sales 1.95 0.05 0 . 1 2 0 . 2 3
Industries Ltd. 3.07 3.74
Purchase 9.84 0.24 0 . 5 7 4 . 73
14.72 75.61
Interest - 0.00 0 . 1 0 0 . 1 4
2.46 2.16
Loan Repaid 142.99 3.48 1 . 3 6 8 .53
34.80 136.53
Advance Given - 0.00
- - - -
Advance - 0.00
Received - - - -
Vehicle 0.03 0.00 0 . 0 0 0 . 0 1
Expenses 0.06 0.12
Corporate 0.00 0.00 0 . 0 0 0 . 0 0
Guarantee - -
Charges
Reimbursement 0.05 0.00 0 . 0 0 0 . 0 0
of expenses - -
Loan Taken 105.77 2.57 2 . 7 3 8 .41
69.80 134.58
Rent 1.08 0.03 0 . 0 5 0 . 1 4
1.27 2.31
(ii) Metal Forge Sales - -
Pvt. Ltd. - - - -
Purchase - -
- - - -
(iii) Metal Forge Sales 0.04 0.00 2.43 0.09 0.08 0.01
India Loan Taken - - - - 2.86 0.18
Loan Repaid - - - - 35.00 2.19
Purchase 4.40 0.11 30.40 1.19 6.52 0.41
(iv) Sri CSR Expenses - - 2.50 0.09 0.80 0.05
Hastimalji
Ghamandiramji
Bokadia
34Year Year Year
ended % of ended % of ended % of
Name of Nature of
31st Total 31st Total 31st Total
Related Party Transaction
March Revenue March Revenue March Revenue
2025 2024 2023
Charitable
Foundation
As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
For details of the related party transactions in accordance with Ind AS 24, see “Restated Financial Information
– Note 11 – Related party disclosure pursuant to Ind AS - 24” on page 372.
Financing Arrangements
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 immediately preceding the date of this Draft Red Herring Prospectus.
Details of price at which equity shares were acquired by our Promoters, members of the Promoter Group,
Selling Shareholders and Shareholders with right to nominate directors or other rights in the last three
years preceding the date of this Draft Red Herring Prospectus
There are no Shareholders with right to nominate directors or other rights in our Company. Set out below are
details of the price at which equity shares were acquired by the Promoters, members of the Promoter Group,
Selling Shareholders in the last three years preceding the date of this Draft Red Herring Prospectus:
Face
Acquisition
Name of valu Number of
Date of price per equity
acquirer / Nature of the transaction e equity shares
acquisition share
shareholder (in acquired
(in ₹)
₹)
Promoters
Bonus issue as on the record date
i.e. November 18, 2024 in the ratio November
10 4,577,770 Nil
of ten (10) equity share for every 20, 2024
Dixit Jitendra one (1) equity share held
Bokadia** January 6, Nil
Gift 10 3,789,871
2025
January 22, Nil
Gift 10 1,191,600
2025
Bonus issue as on the record date Nil
Jayant Babulal i.e. November 18, 2024 in the ratio November
10 3,275,080
Bokadia** of ten (10) equity share for every 20, 2024
one (1) equity share held
Bonus issue as on the record date 10 November 1,923,330 Nil
i.e. November 18, 2024 in the ratio 20, 2024
Ratan Babulal of ten (10) equity share for every
Bokadia** one (1) equity share held
Gift 10 January 7, 953,304 Nil
2025
Bonus issue as on the record date Nil
Ratan Babulal i.e. November 18, 2024 in the ratio November
10 19,05,870
Bokadia (HUF)** of ten (10) equity share for every 20, 2024
one (1) equity share held
10 August 1, 45,203 Nil
Gift
Jayant Babulal 2023
Bokadia (HUF)** 10 August 1, 10,540 Nil
Gift
2023
35Face
Acquisition
Name of valu Number of
Date of price per equity
acquirer / Nature of the transaction e equity shares
acquisition share
shareholder (in acquired
(in ₹)
₹)
Bonus issue as on the record date 10 15,51,250 Nil
i.e. November 18, 2024 in the ratio November
of ten (10) equity share for every 20, 2024
one (1) equity share held
Promoter Group
Babulal Bonus issue as on the record date 10 November 2,299,040 Nil
Hastimal i.e. November 18, 2024 in the ratio 20, 2024
Bokadia** of ten (10) equity share for every
one (1) equity share held
B H Bokadia Bonus issue as on the record date 10 November 666,670 Nil
(HUF)** i.e. November 18, 2024 in the ratio 20, 2024
of ten (10) equity share for every
one (1) equity share held
B H Bokadia Gift 10 June 23, 40 Nil
Family Trust 2025
J H Bokadia Gift 10 June 23, 20 Nil
Family Trust 2025
Gift 10 July 7, 10 Nil
2025
Jitendra Bonus issue as on the record date 10 November 3,756,440 Nil
Hastimalji i.e. November 18, 2024 in the ratio 20, 2024
Bokadia** of ten (10) equity share for every
one (1) equity share held
Jitendra Gift 10 August 1, 165,233 Nil
Bokadia (HUF) 2023
Gift 10 June 5, 47,000 Nil
2024
Bonus issue as on the record date 10 November 5,335,970 Nil
i.e. November 18, 2024 in the ratio 20, 2024
of ten (10) equity share for every
one (1) equity share held
Padmavati Gift 10 August 1, 138,028 Nil
Babulal 2023
Bokadia**
Bonus issue as on the record date 10 November 2,127,700 Nil
i.e. November 18, 2024 in the ratio 20, 2024
of ten (10) equity share for every
one (1) equity share held
Rekhadevi Bonus issue as on the record date 10 November 7,752,870 Nil
Bokadia i.e. November 18, 2024 in the ratio 20, 2024
of ten (10) equity share for every
one (1) equity share held
36Sarikadevi Bonus issue as on the record date 10 November 3,526,930 Nil
Jayantkumar i.e. November 18, 2024 in the ratio 20, 2024
Bokadia** of ten (10) equity share for every
one (1) equity share held
Usha Bokadia Bonus issue as on the record date 10 November 4,633,110 Nil
i.e. November 18, 2024 in the ratio 20, 2024
of ten (10) equity share for every
one (1) equity share held
Varun Bokadia Gift 10 January 7, 500,000 Nil
2025
* As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
**Also, the selling shareholders
Weighted average price at which the equity shares were acquired by our Promoters and the Selling
Shareholders in the one year immediately preceding the date of this Draft Red Herring Prospectus
Except as disclosed below, no Equity Shares have been acquired by our Promoters and the Selling Shareholders
in the one year immediately preceding the date of this Draft Red Herring Prospectus:
Number of equity shares of face Weighted average price of equity
Name value of ₹10 acquired in last one shares acquired in the last one
year year (in ₹)(1)(4)
Promoters(2)
Dixit Jitendra Bokadia 95,59,241 Negligible
Ratan Babulal Bokadia 28,76,634 Negligible
Jayant Babulal Bokadia 32,75,080 Negligible
Ratan Babulal Bokadia (HUF) 19,05,870 Negligible
Jayant Babulal Bokadia (HUF) 15,51,250 Negligible
Selling Shareholders(3) Negligible
Babulal Bokadia 22,99,030 Negligible
Jitendra Hastimal Bokadia 37,56,430 Negligible
Sarikadevi Bokadia 35,26,920 Negligible
Padmavati Bokadia 21,27,690 Negligible
B H Bokadia (HUF) 6,66,670 Negligible
(1) As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
(2) Also, a Selling Shareholder
(3) Also, a member of the Promoter Group.
(4) Pursuant to resolutions passed by our Board and the Shareholders in their meetings dated October 1, 2024,
and November 15, 2024, respectively, our Company has issued and allotted Equity Shares on November 20,
2024 through a bonus issue to the shareholders who held shares as on November 18, 2024 in the ratio of ten
(10) Equity Shares for every one (1) Equity Share held and accordingly the weighted average cost of
acquisition is adjusted for the bonus. For further details, see “Restated Financial Information” on page 372.
Average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders
The average cost of acquisition per Equity Share by our Promoters and the Selling Shareholders as on the date of
this Draft Red Herring Prospectus is as follows:
Number of Equity Shares Average cost of
Sr. No. Name of face value of ₹10 acquisition per
each held Equity Share (in ₹)(1)
Promoters(2)
Dixit Jitendra Bokadia 10,017,018 0.27
Jayant Babulal Bokadia 3,602,588 1.00
Ratan Babulal Bokadia 3,068,967 0.84
Ratan Babulal Bokadia (HUF) 2,096,457 1.07
Jayant Babulal Bokadia (HUF) 1,706,375 0.64
Selling Shareholders
37Number of Equity Shares Average cost of
Sr. No. Name of face value of ₹10 acquisition per
each held Equity Share (in ₹)(1)
Jitendra Bokadia 4,132,074 1.11
Babulal Hastimal Bokadia 2,528,934 1.11
Sarika Jayantkumar Bokadia 3,879,613 0.34
Padmavati Babulal Bokadia 2,340,460 0.46
B H Bokadia (HUF) 733,337 1.36
(1) As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
(2) Also, a Selling Shareholder.
(3) Pursuant to resolutions passed by our Board and the Shareholders in their meetings dated October 1, 2024,
and November 15, 2024, respectively, our Company has issued and allotted Equity Shares on November 20,
2024 through a bonus issue to the shareholders who held shares as on November 18, 2024 in the ratio of ten
(10) Equity Shares for every one (1) Equity Share held and accordingly the weighted average cost of
acquisition is adjusted for the bonus. For further details, see “Restated Financial Information” on page 372.
Weighted average cost of all shares transacted in the three years, 18 months and one year preceding the
date of this Draft Red Herring Prospectus
Range of acquisition price
Weighted average cost of Cap Price is ‘x’ times the
per Equity Shares: lowest
Period acquisition weighted average cost of
price – highest price (in
(in ₹)(1) acquisition(2)
₹)(1)
Last one year
preceding the
date of this Draft Nil [●] 0-15
Red Herring
Prospectus
Last 18 months
preceding the
date of this Draft Nil [●] 0-15
Red Herring
Prospectus
Last three years
preceding the
date of this Draft Nil [●] 0-15
Red Herring
Prospectus
(1) As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
(2) To be updated in the Prospectus, once the Price Band information is available.
Details of pre-IPO placement
Our Company does not contemplate a pre-IPO placement as on the date of this Draft Red Herring Prospectus till
the listing of the Equity Shares.
Issue of Equity Shares for consideration other than cash or bonus issue in the last one year
Except as disclosed below and in “Capital Structure - Shares issued for consideration other than cash and by
way of bonus issuance” on page 99, our Company has not issued any Equity Shares for consideration other than
cash or bonus issue in the one year preceding the date of this Draft Red Herring Prospectus.
38Face Issue
No. of Equity
value per price per
Date of Reason/Nature Shares
Names of allottees equity equity
allotment of allotment allotted
share share
(₹) (₹)
November Bonus issue as Number of 43,332,030 10 N.A.
20,2024(1) on the record Name of the equity
date i.e. allottee shares
November 18, allotted
2024 in the Babulal
2,299,040
ratio of ten (10) Bokadia
equity share for Jitendra
5,335,970
every one (1) Bokadia (HUF)
equity share Jitendra
3,756,440
held(1) Bokadia
Jayant Bokadia 3,275,080
Ratan Bokadia 1,923,330
Ratan Bokadia
1,905,870
(HUF)
Usha Bokadia 4,633,110
Sarikadevi
3,526,930
Bokadia
Padmavati
2,127,700
Bokadia
Rekha Bokadia 7,752,870
Jayant Bokadia
1,551,250
(HUF)
Dixit Jitendra
4,577,770
Bokadia
B H Bokadia
666,670
(HUF)
Notes: (1) Pursuant to resolutions passed by our Board and the Shareholders in their meetings dated October 1,
2024, and November 15, 2024, respectively, our Company has issued and allotted Equity Shares on November
20, 2024 through a bonus issue to the shareholders who held shares as on November 18, 2024 in the ratio of ten
(10) Equity Shares for every one (1) Equity Share held
Split / Consolidation of Equity Shares in the last one year
Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Draft Red Herring Prospectus:
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not, applied for, or received, any exemption from complying with any provisions of securities
laws, as on the date of this Draft Red Herring Prospectus.
39SECTION II – RISK FACTORS
RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Prospective investors should carefully consider
all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below,
before making an investment in the Equity Shares.
We have described the risks and uncertainties that our management believes are material, but these risks and
uncertainties may not be the only risks relevant to us, the Equity Shares, or the specialty chemical industry in
which we currently operate. Unless specified or quantified in the relevant risk factor below, we are not in a
position to quantify the financial or other implication of any of the risks mentioned in this section. If any or a
combination of the following risks actually occur, or if any of the risks that are currently not known or deemed to
be not relevant or material now actually occur or become material in the future, our business, cash flows,
prospects, financial condition and results of operations could suffer, the trading price of the Equity Shares could
decline, and you may lose all or part of your investment. For more details on our business and operations, see
“Our Business”, “Industry Overview”, “Key Regulations and Policies”, “Restated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 305, 148,
331, 372 and 447, respectively, as well as other financial information included elsewhere in this Draft Red
Herring Prospectus. In making an investment decision, you must rely on your own examination of us and the
terms of the Issue, including the merits and risks involved, and you should consult your tax, financial and legal
advisors about the particular consequences of investing in the Issue. Prospective investors should pay particular
attention to the fact that our Company is incorporated under the laws of India and is subject to a legal and
regulatory environment which may differ in certain respects from that of other countries.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions,
estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including but not limited to the considerations described below.
For details, see “Forward-Looking Statements” on page 23.
Our financial or fiscal year ends on March 31 of each calendar 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 Draft Red Herring Prospectus. For further information, see “Restated Financial
Information” on page 372.
We have also included various operational and financial performance indicators in this Draft Red Herring
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.
Unless otherwise indicated, industry and market data used in this section has been derived from the report entitled
“Energy Landscape in India: Oil & Gas Infrastructure in India”, dated July, 2025, prepared by Dun & Bradstreet,
which has been prepared exclusively for the purpose of understanding the industry in connection with the Issue
and commissioned and paid for by our Company in connection with the Issue (the “D & B Report”). Dun &
Bradstreet is not related in any manner to our Company, its Promoter, Directors, Key Management Personnel,
members of Senior Management, or the Lead Manager. The data included herein includes excerpts from the D
& B Report and may have been re-ordered by us for the purposes of presentation. 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.oswalenergies.com.
In this Draft Red Herring Prospectus, unless specified otherwise, any reference to the “the Company”, “our
Company”, “we”, “us” or “our” refers to Oswal Energies Limited, on a standalone basis. As at the date of this
Draft Red Herring Prospectus, we do not have any Subsidiary.
Internal Risks
1. We derive a significant portion of our revenue from operations from our top 10 clients. The loss of, or a
significant reduction in, business from any of our major clients could adversely affect our business,
financial condition, results of operations and future prospects.
Our business focuses on the manufacturing of process packages, skids and equipment as well as the provision
of Engineering, Procurement and Construction (“EPC”) services for various industrial sectors, with a focus
40on the upstream segment of the oil and gas industry. There are limited players in the upstream segment of the
oil and gas sector, and we have derived, and expect to continue to derive, a significant portion of our revenue
from a limited number of clients. In the Fiscal 2025, Fiscal 2024 and Fiscal 2023, we sold products to 12
customers, 15 customers, and 15 customers, respectively, which includes various public sector undertakings
(“PSUs”). As of March 31, 2025, we enjoyed relationships in excess of 3 years with 5 of our top 10 customers
The table below sets forth our revenue from operations from our largest client, top 3 clients and top 10 clients
and their contribution to our revenue from operations for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% % %
contributio contributio contributio
n to n to n to
Particulars ₹ ₹
₹ million revenue revenue revenue
million million
from from from
operations operations operations
(in %) (in %) (in %)
Largest Customer 1,947.58 47.40 870.95 34.02 675.25 42.20
Top 3 Customers 3,523.57 85.76 1,758.13 68.67 1,372.53 85.78
Top 10 Customers 4,089.48 99.53 2490.02 97.25 1,576.67 98.53
We rely and expect that we will continue to be reliant on our top 10 clients for a substantial portion of our
revenue. Our top 10 clients also include public sector undertaking. The table below details of our revenue
from public sector undertakings and other customers as on Fiscal 2025, 2024 and 2023:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% % %
contributio contributio contributio
n to n to n to
Particulars ₹ ₹
₹ million revenue revenue revenue
million million
from from from
operations operations operations
(in %) (in %) (in %)
Public Sector 1,076.73 367.43 14.35 135.62 8.48
26.21
Undertakings
Others 3,032.01 73.79 2,192.94 85.65 1,464.50 91.52
Total 4,108.74 100.00 2,560.37 100.00 1,600.12 100.00
We expect such contracts with PSUs to account for a certain portion of our revenue from operations in the
future. The contracts with PSUs may be subject to extensive internal processes, policy changes, restricted
government budgetary allocation and political pressure, which may lead to lower number of contracts
available for bidding, delays in payments against our invoices, increase in the time gap between invitation for
bids and award of the contract, withdrawal of support or termination of contracts or could otherwise adversely
affect our existing projects, which may have an adverse effect on our business operations. If a PSU terminates
its agreement with us, we are typically entitled to get, inter alia, the amount for the work already undertaken
by us, unless the agreement is terminated pursuant to a material breach of contract by us. While there have
been no termination of our contracts with government authorities as on the date of this Draft Red Herring
Prospectus, in case of such termination in the future, any such termination, though not monetarily quantifiable
at this time, may 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.
Additionally, the loss of any of our top 10 clients in particular our top 3 clients for any reason including due
to loss of, or failure to renew existing arrangements or obtain new project awards; limitation to meet any
change in quality specification, change in technology; regulatory changes, disputes with a client; adverse
changes in the financial condition of our clients, such as possible bankruptcy or liquidation or other financial
hardship or a reduction in the demand for our products by any of our top clients could have a material adverse
effect on our business, results of operations and financial condition.
While we typically enter into agreements with our customers for a maximum period of three (3) years, there
is no assurance that our customers (in particular our top 10 customers) will renew their agreements with us
upon expiry or will continue to do business with us at frequency or rates consistent with, and commensurate
to, the amount of business received from them historically, or at all. Any decrease in the demand for our
41products from our top 10 customers, or a termination of our arrangements altogether, would adversely impact
our business, results of operations and financial condition. For example, in Fiscal 2025, one of our customers
terminated their contract for EPC project with us on account of delays. While there have been no other
instances and while we have developed in-house multilevel quality control processes, we cannot assure you
that none of our customers will terminate their contracts with us in the future.
2. Any downturn in the oil and gas industry would create an adverse impact on our results of operations,
financial condition and business prospects.
Currently, our business is heavily dependent on the upstream segment of the oil & gas industry in India.
Further, as part of our strategies, we plan to expand our business into the downstream segment of the oil &
gas industry in India. Accordingly, our business is and will continue to be heavily dependent on the oil &
gas industry in India. Our revenue contribution from our customers in the oil and gas, and other sectors are
set out below together with our revenue from these sectors as a percentage of our total revenue from operations
in Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
revenue revenue revenue
Sectors
In ₹ million from In ₹ million from In ₹ million from
operations operations operations
(in %) (in %) (in %)
Oil and 3,965.42 96.51 2,378.68 92.90 1,580.31 98.76
Gas
Other 143.32 3.49 181.69 7.10 19.81 1.24
end-
user
sectors
Total 4108.74 100.00 2,560.37 100.00 1,600.12 100.00
For details, see “Our Business- Description of our Business- Our Customers – Industrial sector split” on page
324 of the Draft Red Herring Prospectus.
Factors adversely affecting the oil and gas industry in general, or any of our customers in particular, could
have a cascading adverse effect on our business, cash flow, financial condition and results of operations. Such
factors include, but are not limited to, the following:
• any fluctuations in the oil and gas prices, whether in India or overseas, would create an impact on the
capital expenditure plans of oil and gas and power industry, which in turn may result in the cancellation,
downsizing or deferring of our customers’ capital expenditure plans thus impacting demand for our
products and services.;
• seasonality of sectoral demand, which may cause our manufacturing facilities to be underutilised during
specific periods;
• a failure by our customers to successfully market their products/ services or to compete effectively;
• change in any registration requirements or non-renewal of registrations or imposition of a regulatory ban,
or trade sanctions imposed on the oil & gas industry or any such restrictions on our customers;
• loss of market share, which may lead our customers to reduce or discontinue the purchase of our products
or the usage of our services;
• economic conditions of the markets to which our customers cater; and
• climate crisis on account of global warming.
For any of the above reasons or for any other reason whatsoever, in the event, the business of our customers
in any of these sectors were to substantially decrease, our customers will be unable to execute their expansion
plans or business strategies, which will accordingly reduce our orders from such customers and consequently
our business, financial condition and results of operations could be adversely affected.
3. Our business and profitability is substantially dependent on the availability and cost of our raw materials.
Any disruption to the timely and adequate supply of raw materials, or volatility in the prices of raw
materials may adversely impact our business, results of operations and financial condition.
We primarily require steel, pipes, fittings, flanges, plates, etc. for manufacturing process equipment, process
skids and process packages, and require pipes, cables, fittings, equipment, panels, instruments, valves, etc.
for EPC projects.
42The table below sets forth our cost of materials and our cost of materials as a percentage of total expenses for
periods indicated.
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Particulars
₹ million expenses ₹ million expenses ₹ million expenses
(in %) (in %) (in %)
Cost of materials 2,193.51 67.68 1,357.84 60.97 969.12 63.35
(inclusive of changes
in inventories)
The table below sets forth our cost of materials from our largest supplier, our top 3 supplier and our top 10
suppliers for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of cost of % of cost of % of cost of
materials materials materials
Particulars consumed consumed consumed
In ₹
In ₹ million (inclusive of (inclusive of In ₹ million (inclusive of
million
changes in changes in changes in
inventories) inventories) inventories)
(in %) (in %) (in %)
Largest supplier 499.97 22.79 263.11 19.38 89.00 9.18
Top 3 suppliers 972.32 44.33 515.66 37.98 233.84 24.13
Top 10 suppliers 1,318.86 60.13 786.46 57.92 509.42 52.57
We have not entered into long term contracts for the supply of our raw materials, and typically source raw
materials from third-party suppliers under contracts of short period/ purchase orders. Accordingly, we may
encounter situations where we might be unable to manufacture and deliver our products due to, amongst other
reasons, our inability to procure raw materials for our products. As a result, the success of our business is
significantly dependent on maintaining good relationships with our raw material suppliers. Absence of long-
term supply contracts subject us to risks such as price volatility caused by various factors such as commodity
market fluctuations, currency fluctuations, climatic and environmental conditions, production and
transportation cost, changes in domestic government policies, and regulatory and trade sanctions.
Additionally, our inability to predict the market conditions may result in us placing supply orders for
inadequate quantities of such raw materials.
Further, our suppliers may not perform their obligations in a timely manner or at all, resulting in possible
delays in our operations. Although we have no disruptions during Fiscal 2025, Fiscal 2024 or Fiscal 2023,
we may experience disruptions in the future. While we expect to procure the requisite raw materials from
alternate suppliers in the event of any such disruption, there is no assurance whether we would be able to
locate such alternate supplies of raw material in a timely manner or at all or at commercially acceptable terms.
In the Fiscal 2025, Fiscal 2024 or Fiscal 2023, our imported raw materials as a percentage of total raw
materials consumed represented 38.17%, 27.56%, and 4.96% respectively.
The table below sets forth our cost of materials consumed from suppliers in India and outside India for the
periods indicated.
43Fiscal 2025 Fiscal 2024 Fiscal 2023
As a As a As a
percentage percentage percentage
of cost of of cost of of cost of
materials materials materials
Countries Amount (in Amount (in Amount (in
consumed consumed(in consumed(in
₹ million) ₹ million) ₹ million)
(inclusive of clusive of clusive of
changes in changes in changes in
inventories) inventories) inventories)
(in %) (%) (%)
In India 1,356.29 61.83 983.68 72.44 921.02 95.04
Outside of
837.22 38.17 374.16 27.56 48.10 4.96
India
Total Cost of
Materials
Consumed
2,193.51 100.00 1,357.84 100.00 969.12 100.00
(inclusive of
changes in
inventories)
Since we import a portion of our raw materials from overseas countries, any change in the import regulations
in India or export regulations of these countries concerning these raw materials may cause disruption to our
business operations and financial conditions.
4. We are measured against high quality standards and stringent performance requirements by our
customers. Any failure by us to comply with these standards or performance requirements may lead to the
cancellation of existing and future orders, recalls, liquidated damages, invocation of performance bank
guarantees or warranty and indemnity or liability claims, which could adversely affect our reputation,
business, results from operations, financial conditions and cash flows.
We are an integrated EPC company and manufacturer of process skids, equipment and packages, providing
one stop solution to customers in the oil & gas, power, petrochemical and other end-user industries. Given
the nature of application of our products and engineering processes to critical industries, our products and
engineering processes are measured against, high quality standards and stringent specifications of our
customers. Our customers provide a varying range of specifications which include, inter alia, specifications
in connection with the design and manufacturing of the product, testing and inspection, safety, quality and
sourcing of raw material, packaging, shipment and delivery, adherence and compliance with environmental,
health and safety laws and usage of skilled manpower. We cannot assure you that we will be able to meet
such technical specifications and quality standards imposed by our customers, at all times. The failure by us
to achieve or maintain compliance with these requirements or quality standards may disrupt our ability to
supply products to our customers until compliance with such requirements or standards is achieved.
In order to check compliance with the technical specifications and quality standards, many of our customers
have audited our facilities and manufacturing processes in the past and may undertake similar audits
periodically in the future. These audits play a critical role in customer retention, and any adverse issues that
arise in the course of these audits may lead to the relevant customer not considering us for new business, or
cancelling their orders with us, until we successfully address any concerns or issues leading to a loss of
business from such customer. These customers included our existing as well as prospective customers. None
of the customers have cancelled their orders placed with us pursuant to such audit. Pursuant to such audit,
prospective customers may or may not place orders with the companies which they have audited. While some
prospective customers have placed orders with our Company pursuant to such audits, we cannot assure you
that in the future prospective customers who audit us will place orders with our Company. Further, our
agreements with customers typically require us to provide, without any additional charge, assistance and
facilities required for inspection and tests of our products and engineering services, which may be undertaken
either by our customers or by any external third party.
Our contracts typically require us to indemnify our customers from any liabilities and expenses incurred due
to defects and damages found in the products or in connection with performance of engineering service and
supplies. Customers can enforce such indemnities against us, unless such defect, damage, or delay is caused
due to the customer’s wilful misconduct, fraud, gross negligence or wilful misrepresentation. Under our
agreements with our customers, we are liable to pay liquidated damages for any delay in the supply and
delivery of products and services. These liquidated damages typically range from 0.5% of the total contract
44or purchase order value, per week of delay, and are typically capped at 10% of the total contract or purchase
order value. Delays may arise from labour shortage, delays in the availability of equipment, machinery, supply
chain disruptions and unexpected on-site challenges, all of which could impact our ability to complete projects
in time.
While there have not been instances in the past where we were not able to meet the scheduled timelines of
delivery and consequently, had to pay liquidated damages to certain customers, we cannot assure you that
such an instance may not arise in the future.
Our contracts also require us to provide warranty against the products and engineering services which we have
provided, which requires us to repair or replace the goods or services furnished, which fail to comply with the
specifications prescribed by our customers, during the warranty/ defect liability period. The warranty/ defect
liability period typically lasts for 18 months from commissioning/ operational start-up of the relevant project
or for a period of 24 months from the date of delivery of the goods. Further, in the event we replace or repair
any goods, we are required to provide an additional warranty on such repaired or replaced goods, which is
typically provided for a period of 12 to 24 months. In the event of manufacturing defects in any of our products,
we offer replacements. The supplier is responsible for the exchange and extends a fresh warranty on the new
items. In Fiscals 2025, Fiscal 2024 and 2023, we have received no complaints from customers during the
warranty period for defects or non-performance of equipment and goods. We have resolved all complaints by
replacing or repairing the defective products. Accordingly, there have been no instances of warranty claims
by customers against our Company for the products supplied during the Fiscal 2025, Fiscal 2024 and Fiscal
2023.
Furthermore, our customers typically require us to undertake or provide performance bank guarantees for
such quality and delivery related obligations which can be enforced against us in case of defective or damaged
products or delay in delivery of the products or services supplied by us. The performance bank guarantees
which we are required to furnish to our customers typically is capped at 10% of the total contract value of the
order. The table below sets forth the total bank guarantees for quality and delivery related obligations which
could be enforced against us in case of defective or damaged products or delay in delivery of the products or
services supplied by us as at dates indicated:
(in ₹ million)
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Amount of bank guarantees 951.14 869.78 663.82
enforceable against us
These performance bank guarantees furnished by us to our customers are time bound and the expiry period
of such guarantees are subject to the commercial terms entered into with each customer. For certain customers,
the performance bank guarantee is released upon satisfactory completion of the work, for other customers the
period of the performance bank guarantee extends until the period of warranty or for a maximum period of
24 months from the date of delivery of the products or from the date of commissioning/ operational start-up
of the relevant project.
Depending on the terms under which we supply products or services, if we supply products or services that
do not comply with the specifications provided by our customers, our customers may hold us responsible for
(i) some or all of the repair or replacement costs of defective products or services; and (ii) all losses incurred
due to injury, illness or death to third party or violation of laws due to defective products or services, and the
costs of claims, suits and actions in relation to such losses. Such instances could adversely affect our
reputation and business and, to the extent not covered by insurance, our results of operations, financial
condition and cash flows.
We cannot assure you that in future we will not default on any of the existing terms, delivery timelines,
specifications or quality standards prescribed by our customers, which may result in the cancellation of
existing and future orders, recalls, liquidated damages, invocation of performance bank guarantees or
warranty, indemnity and liability claims. Further, such delays in the execution of orders results in the cost
overruns and affects our payment milestones subsequently impacting our revenue.
5. The construction of EPC projects, including the required infrastructure, is subject to a number of
contingencies. If these new projects are affected by such contingencies, our business, results of operations,
financial condition and cash flows may be adversely affected.
Most of the EPC project we undertake are by their nature long-term (generally, around 12 to 36 months) and
consequently expose us to a variety of implementation risks. During the construction of a project, we may
45encounter issues such as the unavailability of equipment/materials, shortage of technically skilled personnel
and labour, work stoppages, labour or social unrest, adverse weather conditions, accidents, natural calamities,
delays in construction, delays in clearances, unforeseen construction-related and/ or operational delays and
quality issues, delivery failures by, and disputes with contractors, increased cost of raw materials,
unavailability of adequate funding, inability to secure rights of way for certain portions for projects across
our business verticals, failure to complete projects within budget and in accordance with the required
specifications, additional interest costs incurred due to project delays, legal actions brought by third parties,
changes in government, regulatory policies and tax policies, foreign exchange movements, adverse trends in
the industry or general economic conditions in India or other countries. These factors, as well as other
unforeseeable problems and circumstances may lead to substantial increase in the time and costs required to
complete the projects. In the past, we have experienced time and cost overruns for project completion,
primarily due to delays in engineering and execution. Construction disruptions or delays could adversely
affect our financial and operational estimates and projections, our business, prospects, financial condition,
results of operations and cash flows.
6. We enter into strategic alliances and partnerships with leading technology companies. Any non-
performance, underperformance by our partners or premature termination of such relationship may
adversely affect our business, reputation, financial condition and results of operations.
We believe that our ability to identify, develop and forge strategic alliances and partnerships with leading
technology companies is a significant strength of ours. Strategic alliances and partnerships allow us to
enhance our technological capacity and performance such that we can pre-qualify for EPC projects in various
sectors. For example, we have signed a technical tie-up agreement with NOV, a US based technology
company specialized in process solutions,. See “Our Business – Our Strategies – Develop and maintaining
relationship with technology partners” on page 305 of this Draft Red Herring Prospectus for details.
If our partners fail to perform their obligations satisfactorily, we may have to make additional investments
and/or provide additional services to ensure the adequate performance and delivery of contracted services.
Non-performance or underperformance by any of the technology tie-ups partners may expose us to significant
financial and co-operational liabilities. While our Company has not incurred additional costs on account of
partners’ failure or underperformance in the last three financial years, we cannot assure you that that our
technology tie-up partners will continue to perform and we will not incur additional cost account of partners’
failure or underperformance in the future. Any such non-performance of the contractual obligation may
adversely affect our business, and operations of the Company.
In addition, our technology tie-up partners may have business interests or goals that differ from our or our
shareholders’ business interests or goals. Any disputes that may arise between us and our technology tie-up
partners may jeopardise our relationships and cause delays to our projects. In the event we are not satisfied
with the services being provided by our technology tie-up partners, we may be unable to identify suitable
alternative partners. We cannot assure you that we will be able to successfully form such alliances and
ventures or realize the anticipated benefits of such alliances. Our technology tie-up agreements are typically
valid for 3 years and subject to further renewal. Any premature termination of the agreements we have with
our technology partners may adversely affect our business, financial condition and results of operations.
7. Orders in our order book may be delayed, truncated, modified, or cancelled, and notice of awards may be
withdrawn or may not translate into confirmed orders, which may have an adverse effect on our business,
results of operations and financial conditions.
Our Order Book represents the estimated aggregated contract value of the unexecuted portion of our existing
EPC projects and HED contracts. Our order book information included in this Draft Red Herring Prospectus
is not audited and only indicates our future earnings but the same may not be actualised. Our order book
should not be considered in isolation or as a substitute for performance measures. The table below sets forth
details of our order book as of March 31, 2025:
Order Book as of March 31, 2025
Division
Amount (₹ million) % of order book (in %)
Heavy Engineering Division 1,152.50 13.79
Project Division 7,205.20 86.21
Total 8,357.70 100.00
However, project delays, modifications in the scope including truncation of order size, changes in client
requirements or cancellations of orders may occur from time to time due to several factors. For example, in
some of our projects, we or our clients are obliged to take certain actions, such as acquiring land, securing
46right of way, clearing forests, securing required licenses, authorizations or permits, making advance payments
or opening of letters of credit or moving existing utilities, which may be delayed due to our client’s non-
performance, our own breaches or force majeure events. Accordingly, the realization of our order book and
the effect on our results of operations may vary significantly between reporting periods depending on the
nature of such contracts, actual performance of such contracts, as well as the stage of completion of such
contracts as of the relevant reporting date.
We may incur significant expenses due to project delays and our counterparties may refuse to grant
extensions, seek liquidated damages due to our failure to complete the project within required timelines and
even terminate our contracts. The costs incurred in such instances will not be reimbursable, which could have
an adverse impact on our business, results of operations and cash flows. Due to the possibility of cancellations
or changes in scope and schedule of projects, we cannot predict with certainty when, if or to what extent, a
project forming part of our order book will be performed. Any delay, cancellation or payment default could
have an adverse effect on our business, results of operations and financial condition.
8. Under our Project Division, we are dependent on our design and engineering teams to accurately carryout
the pre-approval engineering studies for potential projects. Any deviation during the execution of the
project as compared to our pre-approval estimates could have a material adverse effect on our cash flows,
results of operations and financial condition.
Under our Project Division, we have developed in-house resources with key competencies to deliver a project
from conceptualization to completion. The initial key stage of our EPC projects is to conduct pre-approval
engineering studies for potential projects, which is conducted by our in-house design and engineering team.
As of March 31, 2025 we had a design and engineering team comprised of 24 full time employees. Our design
and engineering team carries out detailed inspection of the relevant area for the installation of our products
to record and highlight important features and identify any issues that may be of importance in terms of
implementation and operation of such orders. While our teams have the necessary skill and experience in
carrying our pre-approval engineering studies, we may not able to assure the accuracy of such studies. The
accuracy of the pre-approval studies is dependent on the following key elements; (i) preparing a project road
map-based investigation of the order site; (ii) undertaking engineering surveys and preliminary designs which
broadly include carrying out inventory and detailed condition surveys, carrying our preliminary
investigations, availability of construction materials and implementing design in accordance with
environmental and social concerns; and (iii) preparation of bills of quantities covering all the items required
in the work. Any deterrence or deviation in the estimation and calculation of the key elements may hamper
the quality of the pre-approval engineering study, on which we rely before submitting any tenders for the
relevant order. Any deviation during the implementation and operation of the order as compared to our pre-
approval estimates could have a material adverse effect on our cash flows, results of operations and financial
condition.
9. The contracts entered into by us are usually standard in nature and may contain terms that favour our
clients, which may enable them to terminate our contracts prematurely under various circumstances
beyond our control and as such, we have limited ability to negotiate terms of such contracts and may have
to accept unusual or onerous provisions.
The work contracts entered into by us are usually in the form and manner as approved by our clients, including
Government entities. As a result, we have a limited scope to negotiate the terms of such work contracts,
especially those of Government entities, some of which terms may be more favourable to our clients. The
contractual terms may present risks to our business, including:
• risks we must assume and lack of recourse to our client 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;
• clients’ discretion to grant time extensions, which may result in project delays and/or cost overruns;
• our liability as a contractor for consequential or economic loss to our clients;
• Commitment of the government to secure encumbrance free land, utility shifting and delay in obtaining
approvals.
Such onerous conditions in the contracts may affect the efficient execution of these projects and may have
adverse effects on our profitability.
10. Our projects are awarded through the competitive bidding process by government authorities/bodies and
Private Companies. We may not be able to qualify for, compete and win future projects, which could
adversely affect our business and results of operations.
47We obtain a part of our business through a competitive bidding process in which we compete for projects
based on, among other factors, pricing, technological capabilities, and performance, as well as reputation for
quality, experience, past track record, and financing capabilities. In the Fiscal 2025, 2024 and 2023, we have
won projects worth ₹ 7,066.42 million ₹ 3,815.28 million and ₹ 950.68 million respectively amounting to
22.25%, 22.26% and 3.34 %, respectively of the total projects bidded for.
There can be no assurance that we would be able to meet all qualification criteria for potential projects.
Further, 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 would bid where we have been prequalified
to submit a bid or that our bids, when submitted would be accepted.
In addition, the government conducted tender processes may be subject to change in qualification criteria,
unexpected delays and uncertainties. There can be no assurance that the projects for which we bid will be
tendered within a reasonable time or will ever be tendered. In the event that new projects which have been
announced and which we plan to bid for are not put up for tender within the announced timeframe, or
qualification criteria are modified such that we are unable to qualify, our business, prospects, financial
condition, cash flows and results of operations could be materially and adversely affected. We are not in a
position to predict whether and when we will be awarded a new contract. Our future results of operations and
cash flows can fluctuate materially depending on the timing of contract awards.
11. Our existing international operations subject us to various business, economic, political, regulatory and
legal risks, which could adversely affect our reputation, business, results from operations, financial
conditions and cash flows.
In the Fiscal 2023, 2024 and 2025, we have supplied our products and services in the overseas market such
as UAE. However, in the past, we have also supplied our products and services in overseas markets such as
the United States of America, Spain, Italy, Kazakhstan, UAE, Singapore, Malaysia, Nigeria and South Korea.
Although we have not experienced any downward fluctuations in our revenues on a regular basis there can
be no assurance that fluctuations on account of unfavourable market conditions shall not occur in the future.
Any such fluctuations, if they occur, may adversely affect our profitability, results of operations and financial
condition. Our revenue from operations outside India as a percentage of total revenue from operations in the
Fiscal 2025, Fiscal 2024 and Fiscal 2023 are given below:
Fiscal 2025 Fiscal 2024 Fiscal 2023
As a As a
As a
percentage percentage
percentage of
Countries Revenue of total of total
Revenue (in Revenue (in total revenue
(in ₹ revenue revenue
₹ million) ₹ million) from
million) from from
operations
operations operations
(%)
(%) (%)
Domestic
3,431.20 83.51% 2,143.95 83.74% 1,600.12 100.00%
Sales
Export Sales,
breakdown as - -
follows:
UAE 677.54 16.49% 416.41 16.26% - -
Total
Revenue
4,108.74 100.00% 2,560.37 100.00% 1,600.12 100.00%
from
operations
We plan to continue to expand our presence in international markets by focusing on target countries in
accordance with our business strategies. The markets in which we operate and plan to operate in the future
are diverse and fragmented, with varying levels of economic and infrastructure development and distinct legal
and regulatory systems, and do not operate seamlessly across borders as a single or common market. We may
require considerable management attention and financial resources for managing our growing business
across these international markets. Our multinational operations are subject to inherent risks, including, but
not limited to:
• entry barrier and difficulties in establishing brand recognition;
48• uncertainties in cooperation with new local business partners, including distributors,
logistics and transportation partners;
• inability to adapt to consumers’ preferences and local trends in new regions;
• exposure to expropriation or other government actions in new regions;
• existence of onerous clauses like indemnification and liquidated damages in our agreements with
international
• clients/distributors;
• increased costs related to raw materials and marketing our products in new regions;
• start-up costs related to establishing offices, infrastructure and services in new regions;
• longer accounts receivable collection periods and greater difficulty in accounts receivable
collection due to lower bargaining power in a less familiar market;
• potential foreign exchange and repatriation controls on foreign earnings, exchange rate fluctuations
and currency conversion restrictions;
• the burden of complying with a variety of foreign laws, including delays or difficulties in obtaining
government approvals and permits, import and export licenses, and regulations and unexpected
changes in the legal and regulatory environment, including changes to import and export
regulations;
• increases in distribution and transportation costs;
• uncertainty regarding liability for products;
• actions which may be taken by foreign governments pursuant to any applicable trade or other
restrictions;
• difficulties and costs of staffing and managing multiple multinational operations;
• reduced protection for intellectual property rights in some jurisdictions, at a reasonable cost or at all;
• potentially adverse tax consequences, including tax consequences which may arise in connection
with intercompany pricing for transactions between separate legal entities within a group operating
in different tax jurisdictions;
• credit risk and higher levels of payment fraud;
• inability to obtain adequate insurance;
• challenges caused by distance, language and cultural differences, and by commencing business
relationship with foreign partners and foreign agencies; and
• political and economic instability including potential for political unrest, war or acts of terrorism in
countries in which we operate.
We may be unsuccessful in developing and implementing policies and strategies that shall be effective in
managing these risks in each country where we do business or plan to do business. Our failure to manage these
risks successfully could adversely affect our business, operating results and financial condition. Further, we
may face competition in other countries from companies that have more experience with operations in such
countries or with international operations generally. We may not be able to compete with such companies if
we are unable to offer competitive products at better price points which appeal to consumers in such markets.
If we are unable to successfully build our brand reputation in the international markets, it may limit our
ability to grow our business. Also, by expanding into new regions and markets, we may be exposed to
significant liability and could lose some or all of our investment in such regions, as a result of which our
business, financial condition and results of operations could be adversely affected.
12. We are dependent on contract labour and any disruption to the supply of such labour for our
manufacturing facilities or our inability to control the composition and cost of our contract labour could
adversely affect our operations.
Our workforce includes personnel that we engage through independent contractors. The table below sets forth
details of our contract labourers employed by our sub-contractors as at the dates indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of contract labourers
1,817 1,297 576
on sub-contractors payroll
Although we do not engage these labourers directly, we may be held responsible for any wage payments to these
labourers in the event of default by our independent contractors. While the amount paid in such an event can be
recovered from the independent contractor, any significant requirement to fund the wage requirements of the
engaged labourers or delay in recovering such amounts from the contractors may have an adverse effect on our
cash flows and results of operations.
49We are also subject to the laws and regulations in India governing employees, including in relation to
minimum wage and maximum working hours, overtime, working conditions, hiring and termination of
employees, contract labour and work permits. These laws and regulations have, however, become
increasingly stringent and it is possible that they will become significantly more stringent in the future. For
instance, the GoI has recently introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020;
(c) the Occupational Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations
Code, 2020 which consolidate, subsume and replace numerous existing central labour legislations. While the
rules for implementation under these codes have not been notified, we are yet to determine the impact of all
or some such laws on our business and operations which may restrict our ability to grow our business in the
future and increase our expenses. Furthermore, any upward revision of wages that may be required by the state
government to be paid to such contract labourers would increase our costs and may adversely affect the business
and results of our operations. For instance, recently the Labour, Skill Development and Employment
Department, Government of Gujarat, has pursuant to a notification dated March 27, 2023 under the Minimum
Wages act, 1948, increased the basic wage of workers by approximately 24% for skilled, semi-skilled and
unskilled labour under the Minimum Wages act, 1948. Any similar upward revisions could have an adverse
impact on our costs and profitability in the future.
If we are unable to obtain the services of skilled and unskilled workmen or at reasonable rates, it may
adversely affect our business and results of operations. In addition, our manufacturing process is dependent
on a technology driven production systems and any inability of the contract labourers to familiarize
themselves with such technology could adversely affect our business and results of operations.
13. We have availed of certain unsecured borrowings which are repayable on demand. If we are unable to
repay the outstanding amount of such borrowings events of default could be triggered as well as cross
defaults in other borrowings which could materially and adversely impact our business, results of
operations and financial condition.
Our Company has availed some unsecured borrowings from directors/related parties. As of June 30, 2025,
these unsecured borrowings amounted to ₹82.00 million. In accordance with the terms of such unsecured
borrowings, these are required to be repaid either on demand or as a bullet payment at the end of the term. In
the event the relevant lender demands repayment of the outstanding amount from us, at any time during the
tenor of the borrowings, and if we are unable to repay such outstanding amount at that point in time, the same
shall constitute an event of default under the relevant borrowing arrangement and may also trigger cross-
default clauses in other borrowing arrangements. Such events of default or cross defaults could materially
and adversely impact our business, results of operations and financial condition and may also affect our
creditworthiness and future availability of financing. For further details of unsecured loans of our Company,
please see “Restated Financial Information” and “Financial Indebtedness” on page 372 and 481.
14. The loss of certifications for our manufacturing facility and operations could damage our reputation,
business, results of operations and cash flows.
Our manufacturing facility has certifications as per ISO 9001:2015 (quality management systems), ISO
45001:2018 (occupational health and safety management systems) and ISO 14001:2015 (environmental
management systems). We also have “U”, “US”, “R”, “NG” and “PP” stamps from the American Society of
Mechanical Engineers for our Manufacturing Facility. In the event we are unable to comply with the
certification criteria or if such agencies find that we are not in compliance with the standards and norms
prescribed, our certification may be revoked or we may not be granted accreditation. To ensure continued
certification with such agencies, we must ensure consistency and maintain the quality of our manufacturing
processes. If we lose one or more of our certifications, our reputation and business prospects may be adversely
affected.
15. Our operations and our work force are exposed to various hazards and we are exposed to risks arising
from construction related activities that could result in material liabilities.
Our business and operation involves inherent risks and occupational hazards and are subject to hazards
inherent in providing engineering and construction services, such as and including risk of accidents. 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,
working at heights, working in adverse weather conditions and use of heavy machinery. We are exposed to
risks related to such activities, such as systems and equipment failure, accidents, fire, explosion, impact from
falling objects, collapse of constructed structures or heavy equipment on the street, collision, work accidents
(on account of trains on the tracks or the operations of machinery for railway and road construction),
underground water leakages, and geological hazards such as such as storm, hurricane, lightning, flood,
landslide and earthquake and other hazards that may cause injury and loss of life, severe damage to and
50destruction of property and equipment, and environmental damage. The materialization of any of the risks
mentioned above in the most severe scenario may lead to debarment or blacklisting, disrupt our business and
damage our reputation, which may also affect the validity of our relevant qualifications, our business, results
of operations, financial condition and cash flows. While we have not faced any operational and occupational
hazards in the last three years, we cannot assure you that there will no such future operational or occupational
hazards
16. We use third party transportation and logistics service providers for delivery of our products to our
customers as well as raw materials to our manufacturing facility. Any delay in delivery of our products or
raw materials or increase in the charges of these entities could adversely affect our business, results of
operations and financial condition. We also may be exposed to the risk of theft, accidents and/or loss of
our products in transit.
Our manufacturing operations are dependent on timely and cost-efficient transportation of raw materials to our
facilities and of our products to our customers. We do not own any vehicles for the transportation of our products
and instead use third party transportation and logistics providers for delivery of our products. We also use third
party transportation providers for the delivery of raw materials. We do not have any contractual arrangements
with any such third-party transportation and logistics providers, and they could stop providing transportation at
any time. Any disruption in services by such third-party transportation provider could impact our manufacturing
operations and delivery of our products to our customers. Further, transportation strikes could also have an
adverse effect on supplies and deliveries to and from our customers, distributors or channel partners and
suppliers. Although during Fiscal 2025, Fiscal 2024 or Fiscal 2023, we did not face any significant disruptions
due to our use of third party transportation and logistics service providers, any disruptions of logistics in the
future could impair our ability to deliver our products on time, which could materially and adversely affect our
business, results of operations and financial condition.
The following table sets forth our freight expenses on sales charges and such charges as a percentage of total
expenses in the periods indicated.
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Particulars
₹ million expenses ₹ million expenses ₹ million expenses
(in %) (in %) (in %)
Freight expenses 69.10 2.13 38.77 1.74 15.24 1.00
(inward and outward)
In addition, we pay for transportation costs in relation to the delivery of our certain of raw materials and other
inputs to our manufacturing facility. We are subject to the risk of increases in freight costs. If we cannot fully
offset any increases in freight costs through increases in the prices for our products, we would experience lower
margins.
Furthermore, we are exposed to the risk of theft, accidents and/or loss of our products in transit. While we believe
we have adequately insured ourselves against such risk, we cannot assure you that our insurance will be
sufficient to cover the losses arising due to such theft, accidents and/or loss of our products in transit. While
there have been no material instances of theft, accident or loss not covered by insurance or transportation strikes
during the Fiscal 2025, Fiscal 2024 or Fiscal 2023, we cannot assure you that such incidents will not occur in
future. Any such acts could result in serious liability claims (for which we may not be adequately insured) which
could adversely affect our business, results of operations and financial condition.
17. Under-utilization of our installed manufacturing capacities and an inability to effectively utilize these
capacities could have an adverse effect on our business, future prospects and financial performance.
Further, our inability to accurately forecast demand for our products may have an adverse effect on our
business, results of operations and financial condition.
We manufacture our process packages, skids and equipment at our manufacturing facility. Our installed
capacity, actual production and utilization of our products is provided in “Our Business – Our Facilities -
Capacity and Capacity Utilization” on page 321. In Fiscal 2025, 2024 and 2023, our Manufacturing Facility
has been underutilized by 71.84%, 39.45% and 68.10% respectively. Under-utilization of our existing
manufacturing capacities and an inability to effectively utilize such manufacturing capacities in the future
could have an adverse effect on our business, prospects and future financial performance.
We make significant decisions, including determining the levels of business that we will seek and accept,
production schedules, personnel requirements and other resource requirements, based on our estimates of
customer orders for our products. We adjust our production periodically to meet the anticipated demand of
51our customers or significantly reduce production of certain products depending on potential orders. Changes
in demand for our products could make it difficult to schedule production and lead to a mismatch of
production and capacity utilization. Any such mismatch leading to over or under utilization of our
manufacturing facilities could adversely affect our business, results of operations and financial condition.
18. We are dependent on third parties for the supply of utilities, such as electricity, water and fuel and any
disruption in the supply of such utilities could adversely affect our manufacturing operations.
For our production of our process packages, skids and equipment, we use power, water and fuel to run our
machines, equipment and in the production processes itself. Our power requirements are sourced through the
local state power grid. We also consume a large amount of water for our operations, which is sourced locally.
The table below sets forth our expenses for power, fuel and water for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Particulars
₹ million expenses ₹ million expenses ₹ million expenses
(in %) (in %) (in %)
Power, water and 5.51 0.17 8.44 0.38 3.93 0.26
fuel
Any interruption in the continuous supply of power, water and fuel in the future may negatively impact our
manufacturing processes, which may result in delays in delivery of our products or non-delivery, resulting in
loss of revenue and damage to our reputation or customer relationship. In case of unavailability of any supply
from, any of our utility providers for any reason, we are unable to assure you that we shall be able to source such
utilities from alternate sources in a timely manner and at a commercially reasonable cost, which could adversely
affect our business, results of operations and financial condition.
Our utilities expenses have increased significantly in recent years due to increase in power prices, and further
increases in power expenses may impact our margins if we are not able to pass these price increases to our
customers.
19. Our employees may engage in misconduct or other improper activities, including noncompliance with
regulatory standards and requirements.
We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include
inventory loss and intentional failures to comply with any regulations applicable to us, to provide accurate
information to regulatory authorities, to comply with manufacturing standards we have established, or to
report financial information or data accurately or disclose unauthorized activities to us. There can be no
assurance that we will be able to identify and deter such misconduct, and the precautions we take to detect
and prevent this activity may not be effective in controlling unknown or unmanaged risk. Although we have
had no material incidents of employee misconduct during the Fiscal 2025, Fiscal 2024 or Fiscal 2023, if our
employees engage in any such future misconduct, we could face criminal penalties, fines, revocation of
regulatory approvals and harm to our reputation, any of which could form a material adverse effect on our
business, results of operations or financial condition.
20. We may be subject to industrial unrest and increased employee costs, which may adversely affect our
business and results of operations.
As at March 31, 2025, we had 285 full-time employees.
Our employee benefits expense comprise payments made to all the personnel on our payroll and engaged in our
operations. The table below sets forth our employee benefits expenses, including as a percentage of revenue
from operations, for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
total total total
revenue revenue revenue
Particulars
₹ million from ₹ million from ₹ million from
operation operation operation
s s s
(in %) (in %) (in %)
Employee benefits 242.74 5.91 214.81 8.39 167.33 10.46
expenses
52Our business operations are significantly dependent on the cooperation and continued support of our workforce,
particularly our employees and personnel. Strikes or work stoppages by our workforce at our manufacturing
facilities could halt our production activities which could impact our ability to deliver customer orders in a timely
manner or at all, which could adversely affect the results of our operations and reputation. We do not have any
registered labour unions at our manufacturing facility and there have been no disruptions to our manufacturing
operations during the Fiscal 2025, Fiscal 2024 or Fiscal 2023 on account of labour-related disputes including
strikes, lockouts, or collective bargaining arrangements. However, there can be no assurance that we will not
experience work disruptions in the future due to disputes or other problems with our workforce. Any such event,
at our current facilities or at any new facilities that we may commission in the future, may adversely affect our
ability to operate our business and serve our customers, and impair our relationships with certain key customers,
which may adversely impact our business, results of operations and financial condition.
21. We may not have sufficient insurance coverage to cover our economic losses as well as certain other risks,
not covered in our insurance policies, which could adversely affect business, results of operations and
financial condition.
Our operations are subject to various risks, 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. We maintain insurance coverage
for anticipated risks which are standard for our type of business and operations.
The table below sets forth particulars of our insurance coverage as at the dates indicated.
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Insured Assets (₹ million) 982.91 324.10 80.25
Insured Assets as % of fixed
assets (net block less land 96.58 70.41 20.46
cost) and inventory (in %)
We have obtained and maintain appropriate and specialized insurance for commercial general liability and
erection all risk policies for each project for the duration of the project and the defect liability period and
generally maintain comprehensive insurance coverage for our assets and operations at levels that we believe
to be appropriate. Loss or damage to our materials, property and/or materials used in a project, including
contract works, whether permanent or temporary, and materials or equipment whether supplied by us or
supplied to us by the client, are generally covered by our “corporate general liability” and “erection all risk”
insurance policy.
We have not taken insurance to protect against all risk and liabilities. For example, we do not have key man
insurance, and we do not take insurance for potential product liability claims, and any event could significantly
impact our operations, or expose us to third-party liabilities, for which we may not be adequately insured. In the
last three Fiscals, we have not faces any instances of insurance claims not being honoured, or insufficient
insurance coverage that materially and adversely affected our business operations. There can be no assurance
that any claim under the insurance policies maintained by us will be honoured fully, in part, or on time. To the
extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, our
business, results of operations and financial condition could be adversely affected. For further details of
insurance, see “Our Business” on page 305.
Further, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage
in the normal course of our business. While none of our insurance policies are due for renewal as of the date of
this Draft Red Herring Prospectus, we cannot assure you that such renewals in the future (on expiry) will be
granted in a timely manner, at acceptable cost or at all.
22. Failure or disruption of our IT systems may adversely affect our business, results of operations and
financial condition.
We have implemented various information technology (“IT”) and/or enterprise resource planning (“ERP”)
solutions to cover key areas of our operations and accounting. In addition, IT is important to our
manufacturing processes and automation. Our IT solutions are potentially vulnerable to damage or
interruption from a variety of sources, which could result from (among other causes) cyber-attacks on or
failures of such infrastructure or compromises to its physical security, as well as from damaging weather or
other acts of nature. A significant or large-scale malfunction or interruption of one or more of our IT systems,
ERP systems, or manufacturing IT systems, could adversely affect our ability to keep our operations running
53efficiently and affect product availability, particularly in the country, region or functional area in which the
malfunction occurs, and a wider or sustained disruption to our business could also occur. In addition, it is
possible that a malfunction of our data system security measures could enable unauthorized persons to access
sensitive business data, including information relating to our intellectual property or business strategy or those
of our customers. While we have not faced significant disruptions in the Fiscal 2025, Fiscal 2024 or Fiscal
2023, any such malfunction or disruptions in future could cause economic losses for which we could be held
liable or cause damage to our reputation. Any of these developments, alone or in combination, could have a
material adverse effect on our business, results of operations and financial condition. Although we have had
no incidents during the Fiscal 2025, Fiscal 2024 or Fiscal 2023, the unavailability of, or failure to retain, well
trained employees capable of constantly servicing our IT, and/or ERP systems may lead to inefficiency or
disruption of our operations and thereby adversely affecting our business, results of operations and financial
condition.
23. Information relating to the installed manufacturing capacity, actual production and capacity utilisation of
our manufacturing facilities in India included in this Draft Red Herring Prospectus are based on various
assumptions and estimates and future production and capacity may vary.
Information relating to the historical installed capacity, actual production and estimated capacity utilization
of our manufacturing facilities included in this Draft Red Herring Prospectus is based on various assumptions
and estimates of our management and independent chartered engineers, including assumptions relating to
standard capacity calculation practice of our business industry, period during which the manufacturing facility
operates in a year, expected operations, availability of raw materials, downtime resulting from scheduled
maintenance activities, unscheduled breakdowns, as well as expected operational efficiencies. For detailed
information on our capacity and capacity utilization, see “Our Business- Our Facilities - Capacity and
Capacity Utilization” on page 321. Actual production volumes and capacity utilization rates may differ
significantly from the estimated production capacities and historical capacity utilization of our manufacturing
facilities. Investors should therefore not place undue reliance on our historical installed capacity information
for our existing manufacturing facilities included in this Draft Red Herring Prospectus.
24. We may not be able to obtain adequate financing or generate sufficient cash flow to meet our working
capital and liquidity requirements, which would have an adverse effect on our business, results of
operations and financial position and prospects.
Our engineering, procurement and construction projects and our heavy equipment manufacturing operations
require us to have significant amounts of working capital. We have had, and expect to continue to have,
substantial liquidity and capital resource requirements required to fund the working capital needs. Our
operations have high working capital intensity primarily due to funding requirements for payments to vendors
and contractors for bought out supplies, debtors, inventories, contract assets, retention amount and margin
money towards non-fund based facilities. Our working capital requirement may increase if payment terms in
our agreements lead to reduced advance payments from our customers or longer payment schedules.
The table below sets forth certain performance indicators in connection with our working capital for the
dates/periods indicated:
(in ₹ million)
As at March 31
Particulars
2025 2024 2023
Trade receivables 1,337.69 505.41 295.13
Inventories 910.83 354.29 323.09
Trade payables 432.64 437.62 299.85
Working capital(1) 1,815.89 422.08 318.36
Note: (1) Working capital is calculated as Trade Receivables plus inventories less trade payables
As at March 31
Particulars
2025 2024 2023
Trade receivables turnover
82 57 95
days(1)
Inventories turnover days(2) 105 91 72
Trade payables turnover days(3) 72 99 71
Net Working capital days(4) 115 49 97
Note: (1)Trade receivable turnover days is calculated on sales by taking average of trade receivables
divided by revenue from operations and multiplied by 365 days
(2) Inventories turnover days is calculated by taking average of inventories divided by Cost of Goods Sold
54(COGS) multiply by 365 days
(3) Trade payable turnover days is calculated by taking average of trade payables divided by Cost of Goods
Sold (COGS) multiply by 365 days
(4) Net Working capital days is calculated as Trade receivables turnover days plus Inventories turnover days
minus Trade payables turnover days (“Net Working Capital Days”).
Our funding is a combination of fund based borrowing which includes term loans from banks and financials
institutions, working capital through cash credit and non-fund based borrowings which includes letter of credit
and bank guarantee. . Our bank borrowings may be secured on our assets. If any secured assets pertain to our
manufacturing facilities, our rights in respect of transferring or disposing of these assets are restricted. In the
event we fail to service our debt obligations, the lenders have the right to enforce the security in respect of
our secured borrowings and dispose off our assets to recover the amounts due from us which in turn may
compel us to shut down our manufacturing facilities which would adversely affect our business, results
operations and financial condition.
In addition, our loan agreements with our lenders may contain certain negative covenants, including but not
limited to, effecting any change in ownership, control, constitution and operating structure capital structure
or shareholding pattern and/or management of our Company, any amendment in the constitutional documents,
and restrictions on fund raising. Any failure on our part to comply with these terms in our financing
agreements including the security agreements would generally result in events of default under these
financing agreements. In such a case, the lenders under each of these respective loan agreements may, at their
discretion, accelerate payment and declare the entire outstanding amounts under these loans due and payable,
and in certain instances, enforce their security which has been constituted.
Furthermore, there is no assurance that we will be able to obtain further bank borrowings in the future. While
we may approach various lender institutions for financial commitments, these commitments are subject to a
number of conditions precedent, such as completion of documentation satisfactory to parties thereto, among
others. We may not be able to fulfil all or any of the conditions or agree on commercial terms or non-
commercial terms with these banks and financial institutions, in which case they would have no obligation to
provide any loans to us. Our inability to obtain financing may impair our business, results of operations,
financial condition or prospects, as the case may be. Such inability could result from, among other causes,
our then current or prospective financial condition or results of operations or from our inability for any reason
(including reasons applicable to Indian companies generally) to issue securities in the capital markets.
Depending on the stages or phases of our various projects in our current portfolio, we may not be able to
generate sufficient cash flow to meet our significant working capital and liquidity requirements, which would
have an adverse effect on our business, results of operations, financial position and prospects. We cannot
assure you that financing from external sources will be available at the time or in the amounts necessary to
meet our requirements.
25. Exchange rate fluctuations may adversely affect our results of operations as our sales outside India and a
portion of our expenditures are denominated in foreign currencies.
Our financial statements are prepared in Indian Rupees. Our sales outside of India and a portion of our raw
materials expenditures are denominated in foreign currencies, primarily U.S. Dollar and Euro. Accordingly,
we have currency exposures relating to buying and selling in currencies other than in Indian Rupees,
particularly the U.S. Dollar and Euro.
The table set forth below provides our revenue in foreign currency for the periods indicated.
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
revenue revenue revenue
Particulars
₹ million from ₹ million from ₹ million from
operations operations operations
(in %) (in %) (in %)
Revenue in 677.54 16.49 416.41 16.26 - -
foreign currency
A significant fluctuation in the Indian rupee to U.S. dollar or other foreign currency exchange rates could
materially and adversely affect our business, results of operations, financial condition and cash flows. The
exchange rate between the Indian rupee and these currencies, primarily the U.S. dollar, has fluctuated in the
past and any appreciation or depreciation of the Indian rupee against these currencies can impact our
profitability and results of operations. Our results of operations have been impacted by such fluctuations in
the past and may be impacted by such fluctuations in the future. For example, the Indian rupee had depreciated
55against the U.S. dollar in four of the last five years, which may impact our foreign currency expenditures. We
have had gains and losses due to these fluctuations in foreign currency.
We do not hedge our assets or liabilities against exchange rate movements through financial instruments;
therefore, changes in the relevant exchange rates could also affect sales, operating results and assets and
liabilities reported in Indian Rupees as part of our financial statements. We are affected primarily by
fluctuations in exchange rates among the U.S. dollar, and the Indian Rupee, and our business, results of
operations and financial condition may be adversely affected by fluctuations in the value of the Indian Rupee
against the U.S. Dollar or other foreign currencies. Additionally, we have earned gains due to these
fluctuations in foreign currency.
The table set forth below provides our foreign currency gains and losses for the periods indicated:
(in ₹ millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Foreign currency gains 1.88 0.67 0.17
(losses)
These foreign currency gains were related to instances where the market exchange rate at the time of
transaction was in our favour. We, however, run the risk from time to time that the market exchange rate may
be less favourable to us which may result in foreign currency losses. For further information on our exchange
rate risk management, see “Management’s Discussion and Analysis of Financial Position and Results of
Operations – Principal Factors Affecting our Results of Operations – Foreign Exchange Rate Risk” on page
447.
26. Our actual cost in executing a project may vary from the assumptions underlying our bid. We may or may
not be able to recover all or some of the additional expenses, which may have a material adverse effect on
our results of operations, cash flows and financial conditions.
Under the terms and conditions of the work order, we generally agree to pay to, or receive contract price on
the basis of quotation given at the time of bidding (subject to contract variations covering changes in the
client’s project requirements). Our actual expense in executing the contracts may vary substantially from the
assumptions underlying our bid for various reasons such as unanticipated increases in the cost of construction
materials, fuel, labour or other inputs, unforeseen conditions, including the inability of the client to obtain
requisite approvals resulting in delays and increased costs, delays caused by local weather conditions and
suppliers’ failures to perform, etc. Our ability to pass on any increase in the costs to the client may be limited
under the contracts with limited or no price escalation provisions and we cannot assure you that these
variations in cost will not lead to financial losses to us. Further, other risks generally inherent to the oil and
gas infrastructure may result in our profits from a project being less than as originally estimated or may result
in us experiencing losses due to cost and time overruns, which could have a material adverse effect on our
cash flows, business, financial condition and results of operations.
27. We have experienced negative cash flows in the last three fiscal years.
We have experienced negative cash flows for the Fiscal 2024, in the recent past due to increase in current
assets by ₹ 435.57 million contributed by increase in inventory, debtors and other current assets. Our cash
flows for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 are set forth in the table below.
The following table sets forth our cash flows for the periods indicated:
(in ₹ millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash generated from 92.26 (69.39) 17.53
Operating Activities
Net cash (used in) Investing (71.60) (3.62) (50.89)
Activities
Net cash generated from/ 18.43 30.78 63.37
(used in) Financing
Activities
Net increase / (decrease) in 39.09 (42.23) 30.00
Cash and Cash Equivalents
Any negative cash flows in the future could adversely affect our results of operations and financial condition.
56For further details, see “Management’s Discussion and Analysis of our Financial Condition and Results of
Operations – Cash Flows” on page 473.
28. Our contingent liabilities could materially and adversely affect our business, results of operations and
financial condition.
Our Financial Information disclosed the following contingent liabilities as per Ind AS 37 – Provisions,
Contingent Liabilities and Contingent Assets for the periods indicated.
(in ₹ millions)
Nature of Contingent
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Liabilities
In respect of Bank 1,212.97 1,029.89 885.24
Guarantees & LC's issued
by Banks on behalf of the
Company
In respect of Income Tax 1.02 - -
Liability that may arise for
which the Company is in
appeal
In respect of Sales 8.34 - -
Tax/VAT/GST
Claims against the Group 5.60 - -
not acknowledged as debt
For further information, see “Restated Financial Information –Contingent Liabilities and Commitments” on
page 372.
Most of the liabilities have been incurred in the normal course of business. If these contingent liabilities were to
fully materialize or materialize at a level higher than we expect, it may materially and adversely impact our
business, results of operations and financial condition.
29. Our inability to collect receivables in time or at all and default in payment from our customers could result
in the reduction of our profits and affect our cash flows.
We sell our products on various payment terms including on a cost, insurance and freight basis, on a ex-
work/free-on-board (“FOB”), cost, insurance and freight (“CIF”) and/or delivery duty paid (“DDP”) basis.
There have been delays in payments by some of our customers in the past. However, as the said receivables are
expected to be realised in the normal course of business, these have not been considered as impaired. Our
revenue is recognised based on sales and services provided to our customers on an open credit basis, with
standard payment period of generally between 30 to 60 days. While we generally monitor the ability of our
customers, distributors and channel partners to pay these open credit arrangements and limit the credit, we extend
to what we believe is reasonable based on an evaluation of financial condition and payment history, we may still
experience losses because of the inability to pay. As a result, we maintain what we believe to be a reasonable
allowance for doubtful receivables for potential credit losses based upon our historical trends and other available
information, there is a risk that our estimates may not be accurate, and we cannot assure you that we will not
experience such delays in payment or default by our customers in the future.
The table set forth below sets forth our trade receivables and receivable turnover days in the periods indicated
as well as bad debts written off and disputed trade receivables – which have significant increase in credit risk:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Receivabl Receivabl Receivabl
Particulars e e e
₹ million ₹ million ₹ million
turnover turnover turnover
days days days
Trade receivables 1,337.69 82 505.41 57 295.13 95
Bad debts written off - - - - - -
Disputed trade - - - - - -
receivables – which
have significant
increase in credit risk
Any increase in our receivable turnover days in the future will negatively affect our business, results of
57operations and financial condition. If we are unable to collect customer receivables or if the provisions for
doubtful receivables are inadequate, it could have a material adverse effect on our business, results of operations
and financial condition.
Macroeconomic conditions could also result in financial difficulties, including insolvency or bankruptcy, for our
major customers, and as a result could cause delayed payments to us, requests for modifications to payment
arrangements, that could increase our receivables or affect our working capital requirements, or default on
payment obligations to us. An increase in bad debts or in defaults by our customers, distributors and channel
partners may compel us to utilize greater amounts of our operating working capital and result in increased
interest costs, thereby adversely affecting our business, results of operations and financial condition.
30. Non-compliance with and changes in, safety, health, environmental laws and other applicable regulations
in India, may adversely affect our business, results of operations and financial condition.
We are subject to laws and government regulations in India, including in relation to safety, health and
environmental protection. For details, see section titled “Key Regulations and Policies in India” on page 331.
These laws and regulations impose controls on air and water discharge, noise levels, storage handling,
processing, transport or disposal of hazardous substances including employee exposure to hazardous
substances and other aspects of our manufacturing operations. In addition, our products, including the process
of manufacture, storage and distribution of such products, are subject to numerous laws and regulations in
relation to quality, safety and health. Further, laws and regulations may limit the amount of hazardous and
pollutant discharge that our manufacturing may release into the air and water.
Our operations, particularly at our manufacturing facilities, are subject to stringent scrutiny, inspection and
audit from third party environmental agencies, including governmental authorities to ensure our compliance
with applicable laws and regulations or the relevant regulatory bodies may require us to shut down our
manufacturing plants for purported violations of safety, health, environmental laws, which in turn could lead
to product shortages that delay or prevent us from fulfilling our obligations to customers. The discharge of
materials that are chemical in nature or of other hazardous substances into the air, soil or water beyond the
limits required by applicable law or regulation may cause us to be liable to regulatory bodies or third parties.
Any such legal proceedings in the future could adversely affect our business, results of operations and
financial condition.
Furthermore, if the authorities deem that our responses do not sufficiently address the concerns raised in these
notices, there is also a possibility that the environmental authorities may cancel, suspend or withdraw the
approvals, permits or consents granted to us or may order the closure of the manufacturing facility until the
concerns are sufficiently addressed or remedied. If such environmental notices result in litigation, fines or the
cancellation of our licenses, it could adversely affect our business, results of operations and financial
condition.
We are also required to obtain permits from governmental authorities for certain aspects of our operations.
These laws, regulations and permits often require us to purchase and install pollution control equipment or to
make operational changes to limit impacts or potential impacts on the environment and/or health of our
employees. During the Fiscal 2025, Fiscal 2024 or Fiscal 2023, we have not delayed in making any regulatory
filings under applicable law beyond prescribed timelines that resulted in a non-compliance.
31. An inability by us or our clients to obtain or maintain regulatory approvals, licenses and permits required
for our business operations or the projects we undertake may adversely affect our business, results of
operations and cash flows.
Our business operations are subject to various laws, the compliance of which is supervised by multiple
regulatory authorities and government bodies in India. In order to conduct our business, we are required to
obtain multiple licenses, approvals, permits and consents. For further information, see “Government and
Other Approvals”. Additionally, our government approvals and licenses are subject to numerous conditions,
some of which are onerous including making an application for amending the existing approval. If we are
unable to comply with any or all of their applicable terms and conditions or seek waivers or extensions of
time for complying with such terms and conditions, our operations may be interrupted and penalties may be
imposed on us by the relevant authorities. Further, a majority of these approvals and licenses are subject to
ongoing inspection and compliance requirements and are valid only for a fixed period of time subject to
renewals.
While neither we nor our clients have experienced any significant delays in obtaining or renewing such
approvals and permits in the last three Fiscals which materially affected project timelines, leading to any
58material adverse impact on our business operations, results of operations, financial condition and cash flows,
we cannot assure you that we or our clients will be able to obtain or renew such approvals in a timely manner,
or at all, in the future.
If we or our clients fail to obtain or renew such licenses, approvals, registrations and permits in a timely
manner, unless the applicable law provides for deemed approval on application for fresh licence or for renewal
or allows for deposit with additional fees or penalties, we may not be able to continue projects and fulfil our
contractual obligations in a timely manner, if at all, or liable to pay fines and penalties which could adversely
affect our business and results of operations. There may also be delays on the part of governmental authorities
in reviewing applications and granting approvals. Any delay or failure in the issuance of an approval essential
to our operations or the imposition of onerous conditions may impair our ability to meet contractual deadlines
and expose us to contractual liability for breach of contract.
Furthermore, government approvals and licenses are subject to numerous conditions, including regular
monitoring and compliance requirements, some of which are onerous and require us to incur substantial
expenditure. We may incur substantial costs, including clean up and/or remediation costs, fines and civil or
criminal sanctions, as a result of violations of or liabilities under environmental or health and safety laws,
which may have an adverse effect on our business or financial condition. We cannot assure you that approvals,
licenses, registrations, consents and permits issued to us would not be suspended or revoked in the event of
non-compliance with any terms or conditions thereof, or pursuant to any regulatory action.
32. There are outstanding legal proceedings against our Company, our Promoters, and some of our Directors.
Any adverse decision in such proceedings may render us/them liable to liabilities/penalties and may
adversely affect our business, results of operations and financial condition.
Certain legal proceedings involving our Company, Promoters, and some of our Directors are pending at
different levels of adjudication before various courts, tribunals and authorities. In the event of adverse rulings
in these proceedings or consequent levy of penalties, we may need to make payments or make provisions for
future payments, and which may increase expenses and current or contingent liabilities.
A summary of outstanding litigation proceedings involving our Company, Promoters, and Directors, as
disclosed in “Legal Proceedings” on page 483 as at the date of this Draft Red Herring Prospectus is provided
below.
Disciplinary
Material
actions by the Aggregate*
Statutory civil
SEBI or Other amount
Criminal Tax or litigation
Name Stock material involved
proceedings proceedings regulatory as per
Exchanges litigations (₹ in
actions Materiality
against our million)
Policy
Promoters
Company
By our Company 2 NIL NIL NIL NIL Nil 9.53
Against our 1 4 NIL NIL 1 Nil 41.71
Company
Directors (other than our Promoters)
By our Directors NIL NIL NIL NIL NIL NIL NIL
Against our NIL NIL NIL NIL NIL NIL NIL
Directors
Promoters
By our Promoters NIL NIL NIL NIL NIL NIL NIL
Against our NIL NIL NIL NIL NIL NIL NIL
Promoters
Group Companies
Outstanding NIL NIL NIL NIL NIL NIL NIL
litigation which
may have a
material impact on
our Company
Key Managerial Personnel
59Disciplinary
Material
actions by the Aggregate*
Statutory civil
SEBI or Other amount
Criminal Tax or litigation
Name Stock material involved
proceedings proceedings regulatory as per
Exchanges litigations (₹ in
actions Materiality
against our million)
Policy
Promoters
By Key Nil NA# NA# NA# NA# NA# NIL
Managerial
Personnel
Against Key Nil NA# Nil NA# NA# NA# NIL
Managerial
Personnel
Senior Management
By Senior Nil NA# NA# NA# NA# NA# NIL
Management
Against Senior Nil NA# Nil NA# NA# NA# NIL
Management
*Amount to the extent quantifiable
#Not applicable
For further information, see “Legal Proceedings” on page 483 .
We cannot assure you that any of the outstanding litigation matters will be settled in our favour, or that no
(additional) liability will arise out of these proceedings. We are in the process of litigating these matters.
Further, such proceedings could divert management time and attention and consume financial resources in
their defence. In addition to the foregoing, we could also be adversely affected by complaints, claims or legal
actions brought by persons, before various forums such as courts, tribunals, consumer forums or sector-
specific or other regulatory authorities in the ordinary course or otherwise, in relation to our products, our
technology, our branding or our policies or any other acts/omissions. Further, we may be subject to legal
action by our employees and/or ex-employees in relation to alleged grievances such as termination of their
employment with us. There can be no assurance that such complaints or claims will not result in
investigations, enquiries or legal actions by any courts, tribunals or regulatory authorities against us.
33. Our Promoters, certain of our Directors, Key Managerial Personnel and Senior Managerial Personnel
may have interests other than reimbursement of expenses incurred and normal remuneration or benefits.
Our Promoters, certain of our Directors, are interested in our Company, in addition to regular remuneration
or benefits and reimbursement of expenses and such interests are to the extent of their, their relatives and their
company’s shareholding in our Company, payment of dividend or distributions hereon. For the payments that
are made by our Company to related parties including remuneration to our Directors, Key Managerial
Personnel and Senior Managerial Personnel, see “Summary of the Offer Document–Summary of Related Party
Transactions” on page 33 and “Our Management” and “Our Promoter and Promoter Group –Interests of our
Promoters” on page 342. We cannot assure you that our Promoters, Directors will exercise their rights to the
benefit and best interest of our Company. As Shareholders of our Company, our Promoters and Directors,
may take or block actions with respect to our business which may conflict with the interests of the minority
shareholders of our Company.
34. Any adverse changes in regulations governing our business, products and the business and products of
our customers, may adversely impact our business, prospects and results of operations.
Regulations and policies implemented by the Government of India as well as the countries to which we export
our products and services can affect the demand for, expenses related to and availability of our products and
services. In particular, since a portion of our revenues are derived from exports, any amendments to the
export-import policies of the Government of India as well as the registration requirements in the countries
where we export products and services may potentially impact the business of our Company. We have
incurred and expect to continue incurring costs for compliance with such laws and regulations. Any changes
in government regulations and policies, such as the withdrawal of or changes in tax benefits, incentives and
subsidies levied by India or other countries, could adversely affect our business and results of operations.
Protectionist measures, including countervailing duties and tariffs and government subsidization adopted or
currently contemplated by governments in some of our export markets could adversely affect our sales.
Further, regulatory requirements with respect to our products and services and the products and services of
60our customers are subject to change. An adverse change in the regulations governing the development of our
products and services and their usage by our customers, including the development of licensing requirements
and technical standards and specifications or the imposition of onerous requirements, may have an adverse
impact on our operations.
We may be required to alter our manufacturing and/or distribution process, change our product or service
portfolio and target markets and incur capital expenditure to achieve compliance with such new regulatory
requirements applicable to us and our customers. We cannot assure you that we will be able to comply with
the regulatory requirements. If we fail to comply with new statutory or regulatory requirements, there could
be a delay in the submission or grant of approval for manufacturing and marketing new products or we may
be required to withdraw existing products from the market. Moreover, if we fail to comply with the various
conditions attached to such approvals, licenses, registrations and permissions once received, the relevant
regulatory body may suspend, curtail or revoke our ability to market such products and/or we may be deemed
to be in breach of our arrangements with our customers. Consequently, there is an inherent risk that we may
inadvertently fail to comply with such regulations, which could lead to enforced shutdowns and other
sanctions imposed by the relevant authorities, as well as the withholding or delay in receipt of regulatory
approvals for our new products or services, which may adversely impact our business, results of operations
and financial condition.
35. There are certain discrepancies/errors/non-filings which have occurred in some of our corporate records
relating to forms filed with the RoC and other provisions of Companies Act, 2013. Any penalty or action
taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other
law could impact the financial position of the Company to that extent.
Certain discrepancies, typographical errors, and non-compliances have occurred in our past corporate records
and statutory filings made with the Registrar of Companies (“RoC”) under the Companies Act, 2013. For
instance, under the Scheme 1, our Board of Directors passed a resolution on March 3, 2016, for the allotment
of 7,49,870 equity shares and filed the relevant RoC forms (MGT-14 and PAS-3 bearing SRN S45642576).
However, due to a typographical error, there were inconsistencies in the names of shareholders and the
number of shares allotted. These have since been rectified by filing a GNL-2 form bearing SRN AB2802372
dated February 24, 2025.
Additionally, in connection with a preferential issue of 13,33,333 equity shares pursuant to Board and
Shareholders’ resolutions dated January 30, 2019 and December 22, 2018 respectively, and filings made
through MGT-14 and PAS-3 bearing SRN H77318442, rounding-off errors resulted in discrepancies in the
number of shares allotted to certain allottees, namely Sarikadevi Bokadia and Usha Bokadia. These
inconsistencies were also rectified through a GNL-2 filing bearing SRN AB2780753 dated February 24, 2025.
Although corrective measures have been undertaken, there can be no assurance that these or other historical
discrepancies will not attract scrutiny, penalties, or adverse actions by regulatory authorities in the future.
Any such actions may adversely affect our financial condition, compliance status, or reputation to the extent
of the impact assessed by the relevant authorities.
36. Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on
our financial condition.
We are required to make certain payments to various statutory authorities from time to time, including but
not limited to payments pertaining to employee provident fund, employee state insurance, income tax and
excise duty. The table below sets forth the details of the statutory dues paid by our Company in relation to
our employees for the periods indicated below:
Nature of payment Fiscal 2025 Fiscal 2024 Fiscal 2023
Provident Fund (₹ million) 1.19 1.05 0.97
Number of employees for
whom provident fund has 59 52 56
been paid
ESIC (₹ million) 0.25 0.39 -
Number of employees for
39 66 -
whom ESIC has been paid
Tax Deducted at Source on
17.27 11.74 9.14
salaries (“TDS”) (₹ million)
The table below provides the delays in payment of statutory dues by our Company during years indicated
61Nature of Payment
Employee State
GST TDS Professional Tax
Insurance
Particulars
Number Amount Number Amount Number Amount Number Amount
of (₹ of (₹ of (₹ of (₹
instances million) instances million) instances million) instances million)
Delay for
7 - 1 1.92 10 0.12 - -
Fiscal 2025
Delay for
8 - 2 0.31 15 0.29 5 0.17
Fiscal 2024
Delay for
3 - 2 0.10 8 0.10 - -
Fiscal 2023
While there have been no instances of failure to pay statutory dues in the Fiscal 2025, Fiscal 2024 or Fiscal
2023, we cannot assure you to that we will be able to pay our statutory dues timely, or at all, in the future.
Any failure or delay in payment of such statutory dues may expose us to statutory and regulatory action, as
well as significant penalties, and may adversely impact our business, results of operations, cash flows and
financial condition.
37. Our success largely depends upon the knowledge and experience of our Promoters, Directors, Key
Managerial Personnel, and Senior Management Personnel as well as our ability to attract and retain
personnel with technical expertise. Our inability to retain our Promoters, Directors, Key Managerial
Personnel and Senior Management Personnel or our inability to attract and retain other personnel with
technical expertise could adversely affect our business, results of operations and financial condition.
We depend on the management skills and guidance of our Promoters and Board of Directors for development
of business strategies, monitoring their successful implementation and meeting future challenges. Further, we
also significantly depend on the expertise, experience and continued efforts of our Key Managerial Personnel
and Senior Management Personnel. Any loss of our Promoters, Directors, Key Managerial Personnel and
Senior Management Personnel or our inability to attract and retain them and other skilled personnel could
adversely affect our business, results of operations and financial condition. Our future performance will
depend largely on our ability to retain the continued service of our management team. If one or more of our
Key Managerial Personnel or Senior Management Personnel are unable or unwilling to continue in his or her
present position, it could be difficult for us to find a suitable or timely replacement and our business, results
of operations and financial condition could be adversely affected.
In addition, we may require a long period of time to hire and train replacement personnel when personnel
with technical expertise terminate their employment with us. We may also be required to increase our levels
of employee compensation more rapidly than in the past to remain competitive in attracting and retaining
personnel with technical expertise that our business requires. The loss of the services of such persons could
have an adverse effect on our business, results of operations and financial condition.
The table below set forth the attrition rate for our employees for the periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Attrition rate (%) 16.00% 16.00% 16.00%
While these positions have been appropriately filled and we have not faced any impact due to the resignations,
we cannot assure that future resignations will not have any impact on the Company’s business or operations.
There is significant competition for management and other skilled personnel in the business we operate in,
and it may be difficult to attract and retain the personnel we require in the future. There can be no assurance
that our competitors will not offer better compensation packages, incentives and other perquisites to such
skilled personnel. Further, as on the date of this Draft Red Herring Prospectus, we do not have key man
insurance policies. If we are not able to attract and retain talented employees as required for conducting our
business, or if we experience high attrition levels which are largely out of our control, or if we are unable to
motivate and retain existing employees, our business, results of operations and financial condition may be
adversely affected. For further information, see “Our Management” on page 342.
38. We have in the past entered into related party transactions and may continue to do so in the future.
The table below sets forth the total amount of our related party transactions in the ordinary course of business
for the periods indicated:
62Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of total Amount % of total Amount % of total
Particulars
(in ₹ income (in (in ₹ income (in (in ₹ income (in
million) %) million) %) million) %)
Related party
457.85 11.09 285.54 10.87 578.08 36.03
transactions
For information on all our related party transactions, see “Restated Financial Information-Related Party
Disclosures – Details of transactions with related parties (in accordance with Ind AS 24 - Related Party
Disclosures)” on page 372.
Although all the related party transactions in the Fiscal 2025, Fiscal 2024 or Fiscal 2023 have been carried
out on arm’s length basis, we cannot assure you that each of the related party transactions will be carried out
on an arm’s length basis in the future and on more favourable terms as compared to unrelated parties. It is
likely that we will continue to enter into related party transactions in the future. Some of these transactions
may require significant capital outlay and there can be no assurance that we will be able to make a return on
these investments. Although all related-party transactions that we 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 transactions, individually or in the aggregate, will
perform as expected/ result in the benefit envisaged therein.
39. Certain of our Directors, who are also our Directors, have provided personal guarantees to lenders for
certain loan facilities availed by our Company, which if invoked could adversely affect their ability to
manage our affairs and which in turn may adversely impact our business, results of operations and
financial condition.
Certain of Promoters, who are also our Directors, have provided personal guarantees to lenders for certain loan
facilities availed by our Company, which if invoked could adversely affect their ability to manage our affairs
and which in turn may adversely impact our business, results of operations and financial condition. The
Promoters of the Company, Dixit Jitendra Bokadia, Jayant Babulal Bokadia, Ratan Babulal Bokadia, have
provided personal guarantees with respect to borrowings availed by the Company. These borrowings, availed
from various lenders namely, HDFC Bank, and Kotak Mahindra Bank, are cash credit facilities amounting to
₹750.00 million and ₹ 715.00 million respectively, as on March 31, 2025.These guarantees are personal
guarantees and have been issued in connection with the financing facilities availed by our Company. 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 including the interest
amount, commission and all costs, expenses incurred by the lender and upon an event of default under the
relevant facility agreements. This may affect the financial position of our Promoters including dilution of our
Promoters’ shareholding in our Company and could adversely affect our Promoters’ ability to manage our
affairs and which in turn may adversely impact our business and operations. Further, any such invoking of
these personal guarantees by the lenders, could adversely affect our Promoters’ ability to manage our affairs
and which in turn may adversely impact our business and operations. While we have not faced such situation
during Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that such instances will not occur in
future. For further details in relation to the personal guarantees provided by our Promoters, see “History and
Certain Corporate Matters –Details of guarantees given to third parties by the Promoters participating in the
Offer for Sale on page 337
40. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any
bank or financial institution or any other independent agency and our management will have broad
discretion over the use of the Net Proceeds.
We intend to utilize the Net Proceeds of the Issue as set forth in “Use of Proceeds” beginning on page 118.
The funding requirements mentioned as a part of the objects of the Issue are based on internal management
estimates, and have not been appraised by any bank or financial institution. This is based on current conditions
and is subject to change in light of changes in external circumstances, costs, business initiatives, other
financial conditions or business strategies. Various risks and uncertainties, including those set forth in this
section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business.
Accordingly, use of the Net Proceeds 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.
6341. Certain sections of this Draft Red Herring Prospectus contain information from the D&B Report which
we commissioned and purchased and any reliance on such information for making an investment decision
in the Issue is subject to inherent risks.
Certain sections of this Draft Red Herring Prospectus include information based on, or derived from, the D&B
Report prepared by D&B Report, which is not related to our Company, Directors, Key Managerial Personnel
or Senior Management Personnel. We commissioned and paid for this report for the purpose of confirming
our understanding of the industry in connection with the Issue. All such information in this Draft Red Herring
Prospectus indicates the D&B Report as its source. Accordingly, any information in this Draft Red Herring
Prospectus derived from, or based on, the D&B Report should be read taking into consideration the foregoing.
Industry sources and publications are also prepared based on information as of specific dates and may no
longer be current or reflect current trends. Industry sources and publications may also base their information
on estimates, projections, forecasts and assumptions that may prove to be incorrect. Industry sources do not
guarantee the accuracy, adequacy or completeness of the data. Further, the D&B Report is not a
recommendation to invest / disinvest in any company covered in the D&B Report Accordingly, prospective
investors should not place undue reliance on, or base their investment decision solely on this information.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking
any investment in the Issue pursuant to reliance on the information in this Draft Red Herring 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 Draft Red Herring Prospectus based on, or derived from, the D&B Report
before making any investment decision regarding the Issue. See “Industry Overview” on page 148. For the
disclaimers associated with the D&B Report, see “Certain Conventions, Presentation of Financial, Industry
and Market Data and Currency of Presentation” on page 19.
42. We have filed four trademark applications for our corporate logo. We also rely on a combination of trade
secret and contractual restrictions to protect our intellectual property. If we are unable to protect our
intellectual property rights, our business, results of operations and financial condition may be adversely
affected.
We rely on a combination of trade secret and contractual restrictions to protect our intellectual property as we
do not own any patents. As of the date of this Draft Red Herring Prospectus, we have filed four trademark
applications for our logos with the Trademark Registry which are currently pending for approval. We may
not be able to protect our intellectual property rights, including our trademarks after receipt of approval from
the Trademark Registry, against third-party infringement and unauthorised use of our intellectual property,
including by our competitors.
We also rely on product, industry, manufacturing and market “know-how” that cannot be registered and is
not subject to any confidentiality or nondisclosure clauses or agreements. We cannot assure you that any of
our registered intellectual property rights or our knowhow, or claims thereto, will now or in the future
successfully protect what we consider to be the intellectual property underlying our products and business, or
that our rights will not be successfully opposed or otherwise challenged.
Although no such proceedings have been initiated during Fiscal 2025, Fiscal 2024 or Fiscal 2023, we may
need to litigate to protect our intellectual property or to defend against third party infringement. Any such
litigation could be time consuming and costly, and the outcome cannot be guaranteed. We may not be able to
detect any unauthorised use or take appropriate and timely steps to enforce or protect our intellectual property.
Any inability to use or protect our intellectual property could affect our relationships with our customers,
which could materially and adversely affect our brand, business, results of operations and financial condition.
43. We might infringe upon the intellectual property rights of others and any misappropriation of our
intellectual property could harm our competitive position.
Although we have faced no instances of intellectual property claims during the Fiscal 2025, Fiscal 2024 or
Fiscal 2023 and while we take care to ensure that we comply with the intellectual property rights of others,
we cannot determine with certainty as to whether we are infringing on any existing third-party intellectual
property rights, which may require us to alter our technologies, obtain licenses or cease some of our
operations. We may also be susceptible to claims from third parties asserting infringement and other related
claims. If such claims are raised, those claims could: (a) adversely affect our relationships with current or
future customers: (b) result in costly litigation; (c) cause supplier delays or stoppages; (d) divert management's
attention and resources; (e) subject us to significant liabilities; (f) require us to enter into potentially expensive
royalty or licensing agreements and (g) require us to cease certain activities. While during the Fiscal 2025,
64Fiscal 2024 or Fiscal 2023 we have not been involved in litigation or incurred litigation expenses in
connection with our intellectual property rights, in the case of an infringement claim made by a third party,
we may be required to defend such claims at our own cost and liability and may need to indemnify and hold
harmless our customers. Furthermore, necessary licenses may not be available to us on satisfactory terms, if
at all. In addition, we may decide to settle a claim or action against us, which settlement could be costly. We
may also be liable for any past infringement that we are not aware of. Any of the foregoing could adversely
affect our business, results of operations and financial condition.
44. Our inability to successfully implement some or all our business strategies in a timely manner or at all
could have an adverse effect on our business.
As part of our strategy aimed towards business growth and improvement of market position, we intend to
implement several business strategies, which include:
• Continue our focus on modular engineering solutions skids and packages;
• Expand into the emerging domains of the energy sector and leveraging opportunities in downstream
segment of the oil & gas industry;
• Develop and maintain relationships with technology partners; and
• Expand our geographical footprint.
See “Our Business – Our Strategies” on page 311 of this Draft Red Herring Prospectus for further details on
our business strategies.
These strategies are subject to certain risks and uncertainties. Our strategies may not succeed due to various
factors, including our inability to reduce our operating costs, our failure to expand into new industrial sectors
or geographic areas, our failure to sufficiently upgrade our infrastructure, machines, automation, equipment
and technology as required to cater to the requirement of changing demand and market preferences, our failure
to maintain highest quality and consistency in our operations or to ensure scaling of our operations to
correspond with our strategy and customer demand, changes in GoI policy or regulation, our inability to
respond to regular competition, and other operational and management difficulties. Any failure on our part to
implement our strategies due to many reasons as attributed aforesaid could be detrimental to our long-term
business outlook and our growth prospects and may materially adversely affect our business, financial
condition and results of operations.
There can be no assurance that our personnel, systems, procedures and controls shall be adequate to support
our future growth. Failure to effectively manage our expansion may lead to increased costs and reduced
profitability and may adversely affect our growth prospects. Any of the challenges highlighted above may
cause us to delay, modify or forego some or all aspects of our expansion plans. Further, there can be no
assurance that we shall be able to execute our strategies on time and within the budget, as and when estimated
by the Company.
45. If we do not continue to invest in new technologies and equipment, our machines and equipment may
become obsolete and our production costs may increase relative to our competitors, which may have an
adverse impact on our business, results of operations and financial condition.
We believe that going forward, our profitability and competitiveness will depend in large part on our ability
to maintain low cost of operations, including our ability to manufacture products and execute projects as per
the agreed specifications in a cost-effective way. If we are unable to respond or adapt to changing trends and
standards in machines, equipment and technologies, or otherwise adapt our machines, equipment and
technologies to changes in market conditions or requirements, in a timely manner and at a reasonable cost,
we may not be able to compete effectively and our business, financial condition and results of operations may
be adversely affected.
If we are unable to establish and maintain an effective internal controls and compliance system, our business
and reputation could be adversely affected. We are responsible for establishing and maintaining adequate
internal measures commensurate with the size and complexity of operations. Our internal audit functions
make an evaluation of the adequacy and effectiveness of internal systems on an ongoing basis so that our
operations adhere to our policies, compliance requirements and internal guidelines. We periodically test and
update our internal processes and systems and there have been no past material instances of failure to maintain
effective internal controls and compliance system. However, we are exposed to operational risks arising from
the potential inadequacy or failure of internal processes or systems, and our actions may not be sufficient to
ensure effective internal checks and balances in all circumstances.
We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain
effective internal controls over our financial reporting so that we produce reliable financial reports and prevent
65financial fraud. As risks evolve and develop, internal controls must be reviewed on an ongoing basis.
Maintaining such internal controls requires human diligence and compliance and is therefore subject to lapses
in judgment and failures that result from human error.
Further, our operations are subject to anti-corruption laws and regulations. These laws generally prohibit us
and our employees and intermediaries from bribing, being bribed or making other prohibited payments to
government officials or other persons to obtain or retain business or gain some other business advantage. We
participate in collaborations and relationships with third parties whose actions could potentially subject us to
liability under these laws or other local anti-corruption laws. While our code of conduct requires our
employees and intermediaries to comply with all applicable laws, and we continue to enhance our policies
and procedures in an effort to ensure compliance with applicable anti-corruption laws and regulations, these
measures may not prevent the breach of such anti-corruption laws, as there are risks of such breaches in
emerging markets, such as India. If we are not in compliance with applicable anti-corruption laws, we may
be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal
expenses, which could have an adverse impact on our business, results of operations and financial condition.
Likewise, any investigation of any potential violations of anti-corruption laws by the relevant authorities
could also have an adverse impact on our business and reputation.
46. We have in this Draft Red Herring Prospectus included certain Non-GAAP Measures that may vary from
any standard methodology that is applicable across the EPC and heavy equipment manufacturing industry
and may not be comparable with financial information of similar nomenclature computed and presented
by other companies.
Certain Non-GAAP Measures relating to our operations have been included in this Draft Red Herring
Prospectus. For further details on the key performance indicators and non-GAAP financial measures used in
this Draft Red Herring Prospectus, see “Certain Conventions, Use of Financial Information and Market Data
and Currency of Presentation—Non-GAAP financial measures”, on page 19. We compute and disclose such
Non-GAAP Measures as we consider such information to be useful measures of our business and financial
performance, and because such measures are frequently used by securities analysts, investors and others to
evaluate the operational performance of companies in the EPC and heavy equipment manufacturing industry,
many of which provide such Non-GAAP Measures and other industry related statistical and operational
information. Such supplemental financial and operational information is therefore of limited utility as an
analytical tool, and investors are cautioned against considering such information either in isolation or as a
substitute for an analysis of our audited and restated financial statements as reported under applicable
accounting standards disclosed elsewhere in this Draft Red Herring Prospectus. These Non-GAAP Measures
and such other industry related 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 are not measures of operating performance or liquidity defined by generally accepted accounting
principles, and therefore may not be comparable to financial measures and industry related statistical
information of similar nomenclature that may be computed and presented by other companies in the EPC and
heavy equipment manufacturing industry.
47. We face competition from both domestic as well as international companies and our inability to compete
effectively may adversely affect our business, cash flows, results of operations, financial condition and
cash flows.
Our Company operates in a competitive landscape and faces competition from several established players in
the oil and gas EPC segment, including The Anup Engineering Limited, Deep Industries Ltd, Patels Airtemp
(India) Ltd., Lloyds Engineering Works Limited, among others. These companies also offer comparable EPC
and process equipment solutions across similar segments, with capabilities in modular fabrication, gas
processing, and midstream infrastructure. (Source D&B Report). Few of our competitors may win market
share from us by providing lower cost solutions to our customers, with or without adversely affecting their
profit margins or by offering technologically advanced products or services.
Even if our offerings address industry and customer needs, our competitors may be more responsive to these
needs and more successful at selling their products. If we are unable to provide our customers with superior
products and services at competitive prices or successfully market those services to current and prospective
customers, we could lose customers, market share or be compelled to reduce our prices, thereby adversely
affecting our business, results of operations and financial condition. Our profitability and growth can also be
affected by other competitive pressures such as competition for skilled engineering and technology
professionals with a proven delivery track record. Our competitors’ actions, including expanding their
manufacturing capacity, expansion of their operations to newer geographies or product segments in which we
compete, or the entry of new competitors into one or more of our markets could cause us to lower prices in
66an effort to maintain our sales volume. Any of the aforementioned factors could adversely affect our business,
results of operations, financial condition and cash flows.
48. Our business is subject to seasonality and other variations and we may not able to accurately forecast our
project schedule which could have an adverse effect on our cash flows, business, results of operations and
financial condition.
Our business and operations are affected by seasonal factors. In particular, adverse weather conditions such as
heavy rains, landslides, floods, including during the monsoon season, may restrict our ability to carry on
construction activities and require us to evacuate personnel or curtail services, may result in damage to a
portion of our fleet of equipment or facilities resulting in the suspension of operations, and may prevent us
from delivering materials to our project sites in accordance with contract schedules or generally reduce our
productivity. Revenues recorded in the second quarter of our financial years between July and September are
traditionally less compared to revenues recorded during the rest of our financial year. Our operations are also
adversely affected by difficult working conditions and extremely high temperatures during summer months
and shorter working hours in peak winter season, each of which may restrict our ability to carry on construction
activities and fully utilize our resources. As a result, our revenues and profits may vary significantly during
different financial periods and certain periods are not indicative of our financial position for the year. Such
fluctuations may adversely affect our business, results of operations, financial condition and prospects
49. Our Company has issued Equity Shares during the last twelve months at a price which may be lower than
the Offer Price.
We have, in the 12 months preceding the filing of this Draft Red Herring Prospectus, issued Equity Shares at
prices that may be lower than the Offer Price. See “Capital Structure –Notes to Capital Structure –Issue of
Equity Shares at a price lower than the Offer Price and bonus issuances in the last year” on page 102. The
price at which our Company has issued the Equity Shares in the past is not indicative of the price at which
they will be issued or traded.
50. Failure to obtain required approvals or clearances in connection with this Offer could delay or adversely
affect the Offer.
This Offer is subject to the receipt of certain regulatory, statutory and other approvals, including those from
the Securities and Exchange Board of India ("SEBI"), stock exchanges where the Equity Shares are proposed
to be listed, the Registrar of Companies ("RoC"), and other relevant authorities. While we have submitted or
intend to submit necessary applications and documents to obtain these approvals, there can be no assurance
that we will receive them in a timely manner or at all. Any delay in obtaining, or failure to obtain, such
approvals or clearances could result in a delay in the Offer, increase in Offer-related costs, or even
abandonment of the Offer, which may adversely affect our growth plans, business strategy, financial condition
and reputation. Additionally, non-receipt or delay in receipt of approvals may lead to increased regulatory
scrutiny or litigation, which could further impact the Offer timeline and investor confidence.
51. Our ability to pay dividends on the Equity Shares will depend upon future earnings, financial condition,
cash flows, working capital requirements, capital expenditures and restrictive covenants in our financing
arrangements.
While we have adopted a dividend policy, we have not declared any dividend on the Equity Shares of our
Company during the Fiscals 2023, 2024 and 2025 and until the date of this Draft Red Herring Prospectus. For
details, see “Dividend Policy” on page 371. The declaration and payment of dividends will be recommended
by the Board of Directors and approved by the Shareholders, at their discretion, subject to the provisions of
the Articles of Association and applicable law, including the Companies Act. We could retain all future
earnings, if any, for use in the operations and expansion of the business and. therefore, we may not declare
dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends
will be at the discretion of our Board and will depend on factors that our Board deems relevant, including
among others, our future earnings, financial condition, cash requirements, business prospects and any
financing arrangements. Our ability to pay dividends is restricted under certain financing arrangements we
have entered into, particularly, restriction on payment of dividend in the event of occurrence or subsistence
of events of defaults under our financing agreements. We cannot assure you that we will be able to pay
dividends in the future. If we do not pay dividends, the realization of a gain on the Shareholders’ investments
in the Equity Shares will depend on the appreciation of the price of our Equity Shares. We cannot assure you
that the Equity Shares will appreciate in value
External Risks
6752. A slowdown in economic growth in India could have a negative impact on our business, results of
operations and financial condition.
Our performance and the growth of our business are dependent on the health of the overall Indian economy.
Any slowdown or perceived slowdown in the Indian economy or future volatility in global commodity prices
could adversely affect our business. Additionally, an increase in trade deficit, or a decline in India’s foreign
exchange reserves could negatively affect liquidity, which could adversely affect the Indian economy and our
business. In particular, the COVID-19 pandemic caused an economic downturn in India and globally. Any
downturn in the macroeconomic environment in India could also adversely affect our business, results of
operations and financial condition.
India’s economy could be adversely affected by a general rise in interest rates or inflation, adverse weather
conditions affecting agriculture, commodity and energy prices as well as various other factors. A slowdown
in the Indian economy could adversely affect the policy of the Government of India towards the pigment and
specialty chemical industries, which may in turn adversely affect our financial performance and our ability to
implement our business strategy.
53. If inflation were to rise in India, we might not be able to increase the prices of our services and products
at a proportional rate thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India
has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest
rates and increased costs to our business, including increased costs of transportation, wages, raw materials
and other expenses relevant to our business. High fluctuations in inflation rates may make it more difficult
for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses,
which we may not be able to adequately pass on to our customers, whether entirely or in part, and may
adversely affect our business and financial condition. In particular, we might not be able to reduce our costs
or entirely offset any increases in costs with increases in prices for our services and products. In such case,
our business, results of operations and financial condition may be adversely affected. Further, the Government
has previously initiated economic measures to combat high inflation rates, and it is unclear whether these
measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the
future.
54. Our business is affected by global economic conditions, which may have an adverse effect on our business,
results of operations and financial condition.
The Indian economy and its securities markets are influenced by global economic developments and volatility
in securities markets in other countries. Investors’ reactions to developments in one country may have adverse
effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging
market countries may also affect investor confidence and cause increased volatility in Indian securities
markets and indirectly affect the Indian economy in general. Any worldwide financial instability could also
have a negative impact on the Indian economy, including the movement of exchange rates and interest rates
in India and could then adversely affect our business, financial performance and the price of our Equity
Shares.
China is one of India’s major trading partners and there are rising concerns of a strained relationship with
India, which could have an adverse impact on the trade relations between the two countries.
Developments in the ongoing conflict between Russia and Ukraine, between Israel and Hamas, Hezbollah and
Iran and between Houthi rebels and certain western countries, have resulted in and may continue to result in
a period of sustained instability across global financial markets, induce volatility in commodity prices,
adversely impact availability of natural gas, increase in supply chain, logistics times and costs, increase
borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in
economic activity in India.
If we are unable to successfully anticipate and respond to changing economic and market conditions, our
business, results of operations and financial condition may be adversely affected.
55. Changing regulations in India could lead to new compliance requirements that are uncertain.
The regulatory and policy environment in which we operate is evolving and is subject to change. The
Government of India or State governments in India may implement new laws or other regulations and policies
that could affect our business in general, which could lead to new compliance requirements, including
requiring us to obtain approvals and licenses from the Government of India, State governments and other
68regulatory bodies, or impose onerous requirements.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy in the jurisdictions in which we operate, including by reason of an
absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly
for us to resolve and may impact the viability of our current business or restrict our ability to grow our business
in the future. We may incur increased costs and other burdens relating to compliance with such new
requirements, which may also require significant management time and other resources, and any failure to
comply may adversely affect our business, results of operations and financial condition.
56. Natural calamities, climate change and health epidemics and pandemics in India could adversely affect
our business, results of operations and financial condition. In addition, hostilities, terrorist attacks, civil
unrest and other acts of violence could adversely affect our business, results of operations and financial
condition.
India has experienced natural calamities, such as earthquakes and floods in recent years. Natural calamities
could have an adverse impact on the Indian economy which, in turn, could adversely affect our business, and
they may also damage or destroy our manufacturing facilities, warehouses or other assets. Further, such events
also may lead to the disruption of, or damage, to manufacturing equipment and machines, logistics operations,
information systems, electrical systems and telecommunication services for sustained periods. Natural
calamities also may make it difficult or impossible for employees to reach our business locations. Damage or
destruction that interrupts our operations or assets could adversely affect our reputation, our relationships
with our customers, distributors or channel partners, our senior management team’s ability to administer and
supervise our business or it may cause us to incur substantial additional expenditure to repair or replace
damaged assets. equipment or machines. Though some of the losses are covered under appropriate insurance,
the above factors may still adversely affect our business, results of operations and financial condition.
India has from time-to-time experienced instances of social, religious and civil unrest and hostilities between
neighbouring countries. Military activity or terrorist attacks in the future could influence the Indian economy
by disrupting communications and making travel and logistics more difficult. Such political tensions also
could create a greater perception that investments in Indian companies involve higher degrees of risk. Events
of this nature in the future, as well as social and civil unrest within other countries in Asia and Europe, could
influence the Indian economy and could have a material adverse effect on the market for securities of Indian
companies.
57. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative
impact on our business, results of operations and cash flows.
Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of
India. Any adverse revisions to credit ratings for India and other jurisdictions we operate in by international
rating agencies may adversely impact our ability to raise additional financing and the interest rates and other
commercial terms at which such funding is available. A downgrading of India’s credit ratings may occur, for
example, upon a change of government tax or fiscal policy, which is outside our control. This could have an
adverse effect on our ability to fund our growth on favourable terms and consequently adversely affect our
business and financial performance and the price of the Equity Shares.
58. The extent and reliability of Indian infrastructure, to the extent insufficient, could adversely impact our
business, results of operations and financial condition.
India’s physical infrastructure is less developed than that of many developed nations. Any congestion or
disruption with its road and rail networks, electricity grid, communication systems or any other public facility
could disrupt our normal business activity. Any deterioration of India’s physical infrastructure would harm
the national economy, disrupt the transportation of goods and supplies including our pigment products and
specialty chemicals, and add costs to doing business in India. These problems could interrupt our business
operations, which could have adverse effect on our business, results of operations and financial condition.
59. Significant differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and
IFRS, which may be material to the financial statements prepared and presented in accordance with Ind-
AS contained in this Draft Red Herring Prospectus.
Our Financial Information has been compiled from our audited financial statements prepared and presented
in accordance with Ind-AS, and restated in accordance with the SEBI ICDR Regulations. Ind-AS differs from
accounting principles with which prospective investors may be familiar in other countries, such as U.S. GAAP
and IFRS. Significant differences exist between Ind-AS, U.S. GAAP and IFRS, which may be material to the
financial statements prepared and presented in accordance with Ind-AS contained in this Draft Red Herring
69Prospectus. Accordingly, the degree to which the financial information included in this Draft Red Herring
Prospectus will provide meaningful information is dependent on the prospective investor’s familiarity with
Ind-AS and the Companies Act. Any reliance by persons not familiar with Ind-AS on the financial disclosures
presented in this Draft Red Herring Prospectus should accordingly be limited. In addition, some of our
competitors may not present their financial statements in accordance with Ind AS and their financial
statements may not be directly comparable to ours, and therefore reliance should accordingly be limited.
60. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act may in turn adversely affect our business.
The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an
appreciable adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition
Act, any formal or informal arrangement, understanding, or action in concert, which causes or is likely to
cause an AAEC, is considered void and may result in the imposition of substantial penalties. Further, any
agreement among competitors which directly or indirectly involves the determination of purchase or sale
prices, limits or controls production, supply, markets, technical development, investment, or the provision of
services, or shares the market or source of production or provision of services in any manner, including by
way of allocation of geographical area or number of 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 April 11, 2023, the Competition (Amendment) Bill 2023 received the assent of the President of India to
become the Competition (Amendment) Act, 2023 (“Competition Amendment Act”), amending the
Competition Act and giving the CCI additional powers to prevent practices that harm competition and the
interests of consumers. It has been enacted to increase the ease of doing business in India and enhance
transparency. The Competition Amendment Act, inter alia, modifies the scope of certain factors used to
determine AAEC, reduces the overall time limit for the assessment of combinations by the CCI and empowers
the CCI to impose penalties based on the global turnover of entities, for anti-competitive agreements and
abuse of dominant position.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an
AAEC in India. Consequently, all agreements entered by us could be within the purview of the Competition
Act. Further, the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or
combination occurring outside India if such agreement, conduct, or combination has an AAEC in India.
However, the impact of the provisions of the Competition Act on the agreements entered by us cannot be
predicted with certainty at this stage. We may be affected, directly or indirectly, by the application or
interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI,
or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition
or substantial penalties are levied under the Competition Act, it would adversely affect our business, results
of operations and financial condition.
61. Investors may not be able to enforce a judgment of a foreign court against us.
Our Company is a company incorporated under the laws of India. Our Board of Directors comprises members
all of whom are Indian citizens. All of our Key Managerial Personnel and Senior Management are residents
of India and majority of the assets of our Company and such persons are located in India. As a result, it may
not be possible for investors outside India to effect service of process upon our Company or such persons in
India, or to enforce against them judgments obtained in courts outside India.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a
limited number of jurisdictions, which includes, among others, the United Kingdom, Singapore, United Arab
Emirates and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must
meet certain requirements of the Code of Civil Procedure, 1908. Judgments or decrees from jurisdictions,
which do not have reciprocal recognition with India, cannot be executed in India. Therefore, a final judgment
for the payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or
not predicated solely upon the general laws of the non-reciprocating territory, would not be enforceable in
India. Even if an investor obtained a judgment in such a jurisdiction against us or our officers or directors, it
may be required to institute a new proceeding in India and obtain a decree from an Indian court. However,
the party in whose favour such final judgment is rendered may bring a new suit in a competent court in India
based on a final judgment that has been obtained in a non-reciprocating territory within three years of
obtaining such final judgment in the same manner as any other suit filed to enforce a civil liability in India.
If, and to the extent that, an Indian court were of the opinion that fairness and good faith so required, it would,
under current practice, give binding effect to the final judgment that had been rendered in the non-
reciprocating territory, unless such a judgment contravenes principles of public policy in India. It is unlikely
70that an Indian court would award damages on the same basis or to the same extent as was awarded in a final
judgment rendered by a court in another jurisdiction if the Indian court believed that the amount of damages
awarded was excessive or inconsistent with Indian practice. In addition, any person seeking to enforce a
foreign judgment in India is required to obtain prior approval of the RBI to repatriate any amount recovered
pursuant to the execution of such a judgment.
62. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders are
not permitted to withdraw their Bids after Bid/Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid
Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual Bidders, Eligible
Employees bidding in the Employee Reservation Portion (subject to the Bid Amount being up to ₹ 0.20
million) and Eligible Shareholders bidding in the Shareholders’ Reservation Portion (subject to the Bid
Amount being up to ₹ 0.20 million) can revise their Bids during the Bid/Issue Period and withdraw their Bids
until Bid/Issue Closing Date. While our Company is required to complete all necessary formalities for listing
and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are
proposed to be listed including Allotment pursuant to the Issue within six Working Days from the Bid/Issue
Closing Date, or such other time period as required under the applicable laws, events affecting the Bidders’
decision to invest in the Equity Shares, including material adverse changes in macro-economic conditions,
our business, results of operation or financial condition may arise between the date of submission of the Bid
and Allotment. Our Company may complete the Allotment of the Equity Shares even if such events occur,
and such events limit the Bidders’ ability to sell the Equity Shares Allotted or cause the trading price of the
Equity Shares to decline on listing.
63. We may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and
Graded Surveillance Measures (GSM) by the Stock Exchanges to enhance market integrity and safeguard
the interest of investors.
We may be subject to general market conditions which may include significant price and volume fluctuations.
The price of our Equity Shares may also fluctuate after the Issue due to several factors such as volatility in
the Indian and global securities market, our profitability and performance, performance of our competitors,
changes in the estimates of our performance or any other political or economic factor. The occurrence of any
of the abovementioned factors may lead to us triggering the parameters listed by SEBI and the Stock
Exchanges for placing securities under the GSM or ASM framework such as net worth and net fixed assets
of securities, high low variation in securities, client concentration and close to close price variation. In the
event our Equity Shares are covered under such surveillance measures implemented by SEBI and the Stock
Exchanges, we may be subject to certain additional restrictions in relation to trading of our Equity Shares
such as limiting trading frequency (for example, trading either allowed once in a week or a month) or freezing
of price on upper side of trading which may have an adverse effect on the market price of our Equity Shares
or may in general cause disruptions in the development of an active trading market for our Equity Shares.
64. Any future issuance of the Equity Shares, or convertible securities by our Company may dilute your future
shareholding and sale of the Equity Shares by our Promoter or other shareholders of our Company may
adversely affect the trading price of the Equity Shares.
We cannot assure you that we will not issue additional Equity Shares. Any future issuance of the Equity
Shares, or convertible securities by our Company, including through exercise of employee stock options may
lead to dilution of your shareholding in our Company, adversely affect the trading price of the Equity Shares
and our ability to raise capital through an issue of our securities. Further, any future sale of the Equity Shares
by the Promoter, or other major shareholders of our Company may adversely affect the trading price of the
Equity Shares. In addition, any perception by investors that such issuances or sales might occur may also
affect the market price of our Equity Shares. There can be no assurance that we will not issue Equity Shares
or securities linked to Equity Shares or that our Promoter or Shareholders will not dispose of, pledge or
encumber their Equity Shares in the future.
65. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares in an Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied on
and collected by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale of
listed equity shares held for more than 12 months may be subject to long term capital gains tax in India at the
71specified rates depending on certain factors, such as STT is paid, the quantum of gains and any available
treaty exemptions. Accordingly, you may be subject to payment of long-term capital gains tax in India, in
addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be
levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain
realized on the sale of listed equity shares held for a period of 12 months or less will be subject to short term
capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt from taxation
in India in cases where the exemption from taxation in India is provided under a treaty between India and the
country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax
on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own
jurisdiction on a gain upon the sale of the Equity Shares.
66. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby suffer future dilution of their ownership position.
Under the Companies Act, 2013, a company incorporated in India must offer its equity shareholders pre-
emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing
ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights have been
waived by the adoption of a special resolution by holders of three-fourths of the equity shares voting rights
on such resolution.
However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights
without our filing an offering document or registration statement with the applicable authority in such
jurisdiction, you will be unable to exercise such pre-emptive rights, unless we make such a filing. Our decision
to file an offering document or registration statement will depend on the costs and potential liabilities
associated with any such registration as well as the perceived benefits of enabling holders in such jurisdiction
to exercise their pre-emptive rights and any other factors we consider appropriate at such time. We may elect
not to file an offering document or registration statement in relation to pre-emptive rights otherwise available
to you by Indian law. To the extent that you are unable to exercise pre-emptive rights granted in respect of
our Equity Shares, you may suffer future dilution of your ownership position and your proportional interests
in our Company may be reduced.
67. The trading price of the Equity Shares may be subject to volatility, and you may not be able to sell the
Equity Shares at or above the Issue Price.
The Issue Price shall be determined by us in consultation with the Lead Manager, based on the Bids received,
in compliance with Chapter VI of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013
read with rules made thereunder. It may not necessarily be indicative of the market price of the Equity Shares
after this Issue is complete. We cannot assure you that you will be able to resell your Equity Shares at or
above the Issue Price. There can be no assurance that an active trading market for the Equity Shares will be
sustained after this Issue, or that the price at which the Equity Shares have historically traded will correspond
to the price at which the Equity Shares will trade in the market subsequent to the Issue.
The trading price of the Equity Shares may fluctuate due to a variety of factors, including our results of
operations and the performance of our business, competitive conditions, general economic, political and
social factors, the performance of the Indian and global economy and significant developments in India’s
fiscal regime, volatility in the Indian and global securities market, performance of our competitors and the
perception in the market about investments in the construction equipment sector, changes in the estimates of
our performance or recommendations by financial analysts and announcements by us or others regarding
contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments.
For example, conditions in the Indian securities markets may cause the trading price of the Equity Shares to
fluctuate. The Indian securities markets are generally smaller and more volatile than securities markets in
developed economies. In the past, the Indian stock exchanges have experienced high volatility and other
problems that have affected the market price and liquidity of the listed securities, including temporary
exchange closures, broker defaults, settlement delays and strikes by brokers. Excessive volatility may, in turn,
trigger the imposition of circuit breakers. A closure of, or trading stoppage on, either of BSE or NSE could
adversely affect the trading price of the Equity Shares.
In addition, if the stock markets in general experience a loss of investor confidence, the trading price of the
Equity Shares could decline for reasons unrelated to our business, financial condition or operating results.
The trading price of the Equity Shares might also decline in reaction to events that affect other companies in
our industry even if these events do not directly affect us. Additionally, in recent years, there have been
changes in laws and regulations regulating the taxation of dividend income, which have impacted the Indian
equity capital markets. See “Dividends” on page 371. Any of these factors could adversely affect the market
72price and liquidity of the Equity Shares.
68. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.
A company based in India may issue equity instruments to a person resident outside India subject to entry
routes, sectoral caps and attendant conditions prescribed in the FEMA Rules. Under the foreign exchange
regulations currently in force in India, transfers of shares between non-residents and residents are freely
permitted (subject to certain exceptions) if they comply with the requirements specified by the RBI. If the
transfer of shares is not in compliance with such requirements or falls under any of the specified exceptions,
then prior approval of the RBI will be required.
Further, in accordance with the Consolidated FDI Policy dated October 15, 2020, Government of India,
investments where the beneficial owner of the equity shares is situated in or is a citizen of a country which
shares land border with India, can only be made through the Government approval route. These investment
restrictions shall also apply to subscribers of offshore derivative instruments.
In addition, shareholders who seek to convert the Indian Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India will require a no-objection or tax clearance
certificate from the income tax authority. Additionally, the Indian government may impose foreign exchange
restrictions in certain emergency situations, including situations where there are sudden fluctuations in
interest rates or exchange rates, where the Indian government experiences extreme difficulty in stabilizing
the balance of payments or where there are substantial disturbances in the financial and capital markets in
India. These restrictions may require foreign investors to obtain the Indian government’s approval before
acquiring Indian securities or repatriating the interest or dividends from those securities or the proceeds from
the sale of those securities. There can be no assurance that any approval required from the RBI or any other
government agency can be obtained on any particular terms or at all.
73SECTION III – INTRODUCTION
THE OFFER
The following table summarises the Offer details:
Offer(1)(2)
The Offer comprises:
Fresh Issue(1)(3) Up to [●] Equity Shares of face value of ₹10 each
aggregating up to ₹2,500.00 million
Offer for Sale(2) Up to 4,600,008 Equity Shares of face value of ₹10
each aggregating up to ₹[●] million
The Offer consists of:
Employee Reservation Portion(4) Up to [●] Equity Shares of face value of ₹10 each
aggregating up to ₹[●] million
Net Offer Up to [●] Equity Shares of face value of ₹10 each
aggregating up to ₹[●] million
The Net Offer comprises of:
A. QIB Category (5) Not more than [●] Equity Shares of face value of ₹10
each
Of which:
Anchor Investor Portion(6) Up to [●] Equity Shares of face value of ₹10 each
Net QIB Category (assuming Anchor Investor Up to [●] Equity Shares of face value of ₹10 each
Portion is fully subscribed)
Of which:
Mutual Fund Portion (5% of the Net QIB [●] Equity Shares of face value of ₹10 each
Category)
Balance of QIB Category for all QIBs including [●] Equity Shares of face value of ₹10 each
Mutual Funds
B. Non-Institutional Category(7) Not less than [●] Equity Shares of face value of ₹10
each
Of which:
One-third available for allocation to Bidders with [●] Equity Shares of face value of ₹10 each
a Bid size of more than ₹200,000 and up to
₹1,000,000
Two-thirds available for allocation to Bidders with [●] Equity Shares of face value of ₹10 each
a Bid size of more than ₹1,000,000
C. Retail Category Not less than [●] Equity Shares of face value of ₹10
each
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the 4,76,65,233 Equity Shares of face value of ₹10 each
date of this Draft Red Herring Prospectus)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹10 each
Use of Net Proceeds See “Objects of the Offer” on page 118 for information
about the use of the proceeds from the Fresh Issue. Our
Company will not receive any proceeds from the Offer
for Sale
(1) Our Board has authorised the Offer pursuant to its resolution dated July 11, 2025. Our Shareholders have
authorised the Fresh Issue pursuant to its special resolution dated July 11, 2025.
(2) Our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to
its resolution dated July 11, 2025. Each of the Selling Shareholders, severally and not jointly, confirm that
their respective portion of the Offered Shares have been held by them for a period of at least one year prior
74to the filing of this 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. Each of the Selling Shareholders have, severally and not jointly,
authorized the inclusion of their respective portion of the Offered Shares in the Offer for Sale. The details of
such authorisation and consent are provided below:
Name of the Selling Maximum number of
Sr. No. Date of consent letter
Shareholders# Offered Shares
1. Dixit Jitendra Bokadia Promoter Selling Shareholder Up to 457,777 Equity
Shares of face value of
₹10 each aggregating
up to ₹[●] million
2. Jayant Babulal Bokadia Promoter Selling Shareholder Up to 327,508 Equity
Shares of face value of
₹10 each aggregating
up to ₹[●] million
3. Ratan Babulal Bokadia Promoter Selling Shareholder Up to 192,333Equity
Shares of face value of
₹10 each aggregating
up to ₹[●] million
4. Ratan Babulal Bokadia (HUF) Promoter Selling Shareholder Up to 190,587 Equity
Shares of face value of
₹10 each aggregating
up to ₹[●] million
5. Jayant Babulal Bokadia (HUF) Promoter Selling Shareholder Up to 155,125 Equity
Shares of face value of
₹10 each aggregating
up to ₹[●] million
6. Jitendra Hastimalji Bokadia Promoter Group Selling Up to 1,573,965
Shareholder Equity Shares of face
value of ₹10 each
aggregating up to ₹[●]
million
7. Babulal Hastimal Bokadia Promoter Group Selling Up to 1,070,583
Shareholder Equity Shares of face
value of ₹10 each
aggregating up to ₹[●]
million
8. Sarika Jayantkumar Bokadia Promoter Group Selling Up to 352,693 Equity
Shareholder Shares of face value of
₹10 each aggregating
up to ₹[●] million
9. Padmavati Babulal Bokadia Promoter Group Selling Up to 212,770 Equity
Shareholder Shares of face value of
₹10 each aggregating
up to ₹[●] million
10. B H Bokadia (HUF) Promoter Group Selling Up to 66,667 Equity
Shareholder Shares of face value of
₹10 each aggregating
up to ₹[●] million
#Each of the Selling Shareholders, severally and not jointly, confirms its compliance with the conditions
specified in Regulation 8 of the SEBI ICDR Regulations, to the extent applicable to such Selling Shareholders,
as on the date of this Draft Red Herring Prospectus. For further details, see “The Offer” and “Other
Regulatory and Statutory Disclosures” on pages 74 and 495 respectively.
(3) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category,
except in the QIB Category, would be allowed to be met with spill over from any other category or
combination of categories at the discretion of our Company, in consultation with the BRLM and the
Designated Stock Exchange subject to applicable law. In the event of under-subscription in the Offer, Equity
Shares shall be allocated in the manner specified in the section “Offer Structure” on page 514.
75(4) In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of
₹200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹500,000. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the
Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The undersubscribed
portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of
undersubscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from
the Employee Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer
paid-up Equity Share capital
(5) Our Company in consultation with the BRLM, may allocate up to 60% of the QIB Category to Anchor
Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription
in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to
the QIB Category. For further details, see “Offer Procedure” on page 520.
(6) Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors of which
one-third of the Non-Institutional Category will be available for allocation to Bidders with a Bid size of
more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Category will be available
for allocation to Bidders with a Bid size of more than ₹1,000,000 and under-subscription in either of these
two sub-categories of Non-Institutional Category may be allocated to Bidders in the other sub-category of
Non-Institutional Category.
(7) Pursuant to resolutions passed by our Board and the Shareholders in their meetings dated October 1, 2024,
and November 15, 2024, respectively, our Company has issued and allotted Equity Shares on November 20,
2024 through a bonus issue to the shareholders who held shares as on November 18, 2024 in the ratio of
ten (10) Equity Shares for every one (1) Equity Share held and accordingly the weighted average cost of
acquisition is adjusted for the bonus
Pursuant to Rule 19(2)(b) of the SCRR, the Net Offer is being made for at least [●]% of the post-Offer paid-up
Equity Share capital of our Company. Allocation to all categories of Bidders shall be made in accordance with
SEBI ICDR Regulations. The allocation to each Retail Individual Investor shall not be less than the minimum Bid
Lot, subject to availability of Equity Shares in the Retail Category and the remaining available Equity Shares, if
any, shall be allocated on a proportionate basis. The allocation to each Non-Institutional Investor shall not be less
than the minimum non-institutional application size, subject to availability of Equity Shares in the Non-
Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate
basis in accordance with the conditions specified in this regard in Schedule XIII to the SEBI ICDR Regulations.
Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations.
For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 507, 514 and
520, respectively.
76SUMMARY FINANCIAL INFORMATION
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 372 and 447, respectively. The following tables set forth summary financial information
derived from our Restated Financial Information.
[Remainder of this page has been intentionally left blank]
77SUMMARY OF RESTATED STATEMENTS OF ASSETS AND LIABILITES
(In ₹ millions)
For the year For the year For the year
Particulars ended March 31, ended March ended March
2025 31, 2024 31, 2023
ASSETS
Non-Current Assets
Property, Plant and equipment 116.15 115.36 78.42
Capital Work - in - Progress - - 26.20
Investment Property - - -
Intangible Assets - - -
Right of Use Assets 5.44 4.50 4.85
Financial Assets
Investments - - -
Other Financial Assets 83.80 20.54 7.09
Deferred Tax Assets 21.16 6.31 9.14
Other Non - Current Assets - - -
Total Non-Current Assets 226.54 146.70 125.71
Current Assets
Inventories 910.83 354.29 323.09
Financial Assets
Trade Receivables 1,337.69 505.41 295.13
Investments 56.17 73.98 56.68
Cash and Cash Equivalents 40.54 1.45 43.68
Bank Balances other than Cash and Cash 4.78 84.33 72.73
Equivalents
Loans & Advances 0.39 0.69 0.55
Other Financial Assets 32.22 18.31 2.56
Other Current Assets 605.22 996.43 213.79
Total Current Assets 2,987.85 2,034.90 1,008.20
Total Assets 3,214.39 2,181.60 1,133.91
EQUITY AND LIABILITIES
Equity
Equity Share Capital 476.65 43.33 43.33
Other Equity 750.35 525.72 225.32
Total Equity 1,227.00 569.05 268.65
Liabilities
Non-Current Liabilities
Financial Liabilities
Borrowings 4.35 - 4.03
Lease Liabilities 6.06 5.51 5.77
Other Financial Liabilities - - -
Long Term Provisions 9.64 7.63 4.28
Other Non - Current Liabilities - 24.00 10.30
Total Non-Current Liabilities 20.05 37.14 24.38
Current Liabilities
Financial Liabilities
78For the year For the year For the year
Particulars ended March 31, ended March ended March
2025 31, 2024 31, 2023
Borrowings 188.80 157.33 103.28
Lease Liabilities 0.78 0.25 0.23
Trade Payables
Total outstanding dues of micro enterprises and 104.19 161.65 -
small enterprises;
Total outstanding dues of creditors other than 328.45 275.97 299.85
Micro enterprises and small enterprises
Other Financial Liabilities 46.72 47.48 17.72
Short Term Provisions 942.54 10.19 117.84
Liability for Current Tax (Net) 242.50 96.00 27.33
Other current liabilities 113.36 826.53 274.63
Total Current Liabilities 1,967.34 1,575.41 840.88
Total Equity and Liabilities 3,214.39 2,181.60 1,133.91
79SUMMARY OF RESTATED STATEMENTS OF PROFIT AND LOSS
(in ₹ million)
For the Fiscal Ended
Particulars
March 2025 March 2024 March 2023
Continuing Operations
Income
Revenue from Operations 4,108.74 2,560.37 1,600.12
Other Income 17.92 66.51 4.19
Total Income 4,126.66 2,626.87 1,604.31
Expenses
Cost of Materials Consumed 1,949.32 1,509.14 1,047.87
Purchases of Traded Goods - - -
Changes in inventories of Finished Goods, 244.18 (151.31) (78.74)
Stock-in-Trade and Work-in-Progress
Employee Benefits Expenses 242.74 214.81 167.33
Finance Costs 16.89 19.00 15.23
Depreciation and Amortization Expense 24.95 21.58 12.38
Other Expenses 762.98 613.92 365.84
Total Expenses 3,241.06 2,227.15 1,529.90
Restated Profit / (loss) before Exceptional 885.59 399.72 74.41
Items and Tax
Exceptional Items - - -
Profit / (loss) before tax 885.59 399.72 74.41
Tax Expense
Current Tax 242.50 96.00 26.50
Deferred Tax Charge/(Credit) (14.85) 2.96 (5.49)
Tax in respect of earlier years - - -
Restated Profit/(Loss) for the year from 657.95 300.77 53.40
Continuing Operations
Other Comprehensive Income
Items that will not be Reclassified to Profit or
Loss
Remeasurements of Net Defined Benefit 0.01 (0.49) 1.29
Plans
Income Tax Relating to Above Items (0.00) 0.12 (0.33)
Items that will be reclassified to Profit or Loss
Difference due to changes in foreign
exchange reserves
Restated Other Comprehensive Income 0.01 (0.36) 0.97
for the year, net of tax
Restated Total Comprehensive Income for 657.95 300.40 54.37
the year
Earnings per equity share of ₹ 10 each (for
continuing operation):
Basic EPS (₹) 13.80 6.31 1.12
Diluted EPS (₹) 13.80 6.31 1.12
80SUMMARY OF RESTATED STATEMENTS OF CASH FLOWS
(₹ in millions)
Year ended Year ended Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Cash Flow from Operating Activities
Restated Profit before exceptional Items 885.59 399.72 74.41
and tax as per statement of profit and loss
Adjustments for:
Depreciation and amortization expenses 24.95 21.58 12.38
Finance cost 16.89 19.00 15.23
(Gain) / Loss on Sale of Investments (3.83) (26.48) 8.90
Fair Value (Gain) / Loss on Investments at 68.08 (30.03) 28.77
FVTPL
Fair Value (Gain) / Loss on Derivatives 1.16 - -
Dividend income (0.28) (0.16)
(0.38)
Interest Income (7.38) (0.31) (2.76)
Net Forex Unrealised Loss / (Gain) 0.68 (0.68) -
Remeasurements of net defined benefit plans 0.01 (0.49) 1.29
Operating profit before working capital 985.87 382.17 137.83
changes
Adjustments for:
(Increase)/decrease in Trade Receivables (832.96) (209.61) 246.98
(Increase)/decrease in Inventories (556.54) (31.21) (262.23)
(Increase)/decrease in Other Current (15.07) (15.76) (0.42)
Financial Assets
(Increase)/decrease in Other Non Current - - -
Assets
(Increase)/decrease in Short Term Loans and 0.30 (0.15) (0.57)
Advances
(Increase)/decrease in Other Current Assets 391.21 (782.64) (140.84)
Increase/(decrease) in Long Term Provisions 2.02 3.35 0.15
Increase/(decrease) in Trade payables (4.99) 137.77 223.27
Increase/(decrease) in Short Term Provisions 932.35 (107.65) (131.86)
Increase/(decrease) in Other Current (713.17) 551.91 (46.19)
Liabilities
Increase/(decrease) in Other Financial (0.76) 29.76 5.39
Liabilities
188.26 (42.06) 31.53
Less: Direct taxes paid (net of refunds) (96.00) (27.33) (14.00)
92.26 (69.39) 17.53
Less: Exceptional Items - - -
Net cash (used in) / generated from 92.26 (69.39) 17.53
operating activities after exceptional items
(A)
Cash Flow from Investing Activities
Inflows
Sale proceeds property, plant and equipment 1.02 2.65 0.28
and Intangible Assets
Proceeds from Sale of Investments - 39.22 27.63
Interest received 7.38 0.31 2.76
Other Advances received / (paid) (24.00) 13.70 10.30
Dividend received 0.28 0.16 0.38
Outflows
81(₹ in millions)
Year ended Year ended Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Purchase of property, plant and equipment/ (26.13) (34.61) (78.76)
intangible assets
Purchase of investments (46.45) - -
Investment in Fixed Deposits 16.29 (25.05) (13.49)
Net cash (used in) / generated from (71.60) (3.62) (50.89)
investing activities (B)
Cash Flow from Financing Activities
Inflows
Proceeds from issue of Shares - - -
Outflows
Long term borrowings - Received/(Repaid) 4.35 (4.03) 1.76
(Net)
Short term borrowings - Received/(Repaid) 31.47 54.05 77.05
(Net)
Payment of Lease Liabilities (1.08) (0.76) (0.76)
Finance Cost (16.32) (18.47) (14.68)
Net cash (used in) / generated from 18.43 30.78 63.37
financing activities (C)
Net Increase/(Decrease) in Cash and Bank 39.09 (42.23) 30.00
Balances (A+B+C)
Add : Cash and cash equivalent at beginning 1.45 43.68 13.68
of the year
Cash and cash equivalent at end of the 40.54 1.45 43.68
year
Cash and Cash equivalent as per above
comprises of the following
Cash and Cash Equivalents 40.54 1.45 43.68
Bank Balances Other Than Cash and Cash 4.78 84.33 72.73
Equivalents
Balances as per Statement of Cash Flows 45.32 85.77 116.41
82GENERAL INFORMATION
Our Company was originally incorporated as ‘Oswal Infra-Park Limited’, a public limited company under the
Companies Act, 1956 at Ahmedabad, Gujarat, pursuant to a certificate of incorporation dated January 28, 2013,
and a certificate of commencement of business dated February 25, 2013, issued by the Registrar of Companies,
Gujarat, Dadra, and Nagar Haveli at Ahmedabad. Thereafter, the name of our Company changed from ‘Oswal
Infra-Park Limited’ to ‘Oswal Infrastructure Limited’ pursuant to a scheme of arrangement in the nature of merger
and de-merger which was sanctioned by the Hon’ble High Court of Gujarat vide order February 5, 2016. and
subsequently, a fresh certificate of incorporation dated July 19, 2016, was issued by the RoC. Thereafter, the name
of our Company was again changed from ‘Oswal Infrastructure Limited’ to ‘Oswal Energies Limited’ pursuant
to a resolution passed by our Board on April 23, 2024 and a special resolution passed by our shareholders on May
8, 2024. A fresh certificate of incorporation reflecting this change was issued by the RoC on June 19, 2024.
Corporate Identity Number: U45205GJ2013PLC073465
Company Registration Number: 073465
Registered and Corporate Office of our Company
Office No. 1322 to 1326, Swati Crimson and Clover, Near Shilaj Circle, Shilaj, Ahmedabad, Daskroi-380059,
Gujarat, India
For details of change in the registered office of our Company, see “History and Certain Corporate Matters –
Changes in the registered office of our Company” on page 337.
Address of the Registrar of Companies
Our Company is registered with the RoC located at the following address:
Registrar of Companies,
ROC Bhavan,
Opp Rupal Park Society,
Behind Ankur Bus Stop,
Naranpura, Ahmedabad-380013,
Gujarat, India
Board of Directors of our Company
Details regarding our Board of Directors as on the date of this Draft Red Herring Prospectus are set forth below:
Name and Designation DIN Address
Ratan Babulal Bokadia 02219340 3, Manipushpa Society, Part-6, Near Surdhara Circle,
Managing Director and Vice-Chairman Thaltej, Ahmedabad- 380054,, Gujarat, India
Jayant Babulal Bokadia 02408771 3, Manipushpa society, Part 6, Near Surdhara Circle, ,
Whole-time Director Thaltej, Ahmedabad-380059, Gujarat,India
Dixit Jitendra Bokadia 06851149 191, Rushabh Apartment CHS Ltd, Dr. Parekh Street,
Whole-time Director Opp. Sir H.N. Hospital Prathna Samaj, Girgaon,
Mumbai--400004, Maharashtra, India
Nitin Narendra Patil 08734101 A-6, 502 Vastu Luxuriya, Surat, Near Audi
Non-Executive Non-Promoter Director Showroom, Madalla Three Road, Rundh, Magdalla
Surat- 395007, Gujarat , India
Nagaraj Giridhar 09106816 A/802, Heritage Sky, B/H Shivalik, Prahladnagar
Independent Director and Chairman Garden, Ahmadabad City, Manekbag, Ahmedabad-
380015, Gujarat, India
Ulhas P. Dharmadhikari 02249465 Devnandan Horizone, House No. 1102, 11th Floor, TP
Independent Director No. 22, Survey No. 673/2, Near Swagat Mahal
Bungalow, Chandkheda, Gandhinagar, Ahmedabad-
382424, Gujarat, India
Arpana Sandeep Shah 07414319 1001, Ganesh Complex, Naranpura, Opp Navrang
Independent Director School, Ahmedabad City, Naranpura Vistar,
Ahmedabad-380013, Gujarat, India
83For further details and brief profiles of our Directors, see “Our Management” on page 342.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus has been filed electronically with SEBI through SEBI Intermediary
Portal at https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR Regulations and the
SEBI ICDR Master Circular and 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”. A copy
of this Draft Red Herring Prospectus will also be filed with the SEBI at the following address:
Securities and Exchange Board of India
Corporation Finance Department, Division of Issues and Listing
SEBI Bhavan, Plot No. C4-A, ‘G’ Block
Bandra Kurla Complex Bandra (East)
Mumbai 400 051
Maharashtra, India
Filing of the Red Herring Prospectus and Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed with
the RoC in accordance with Section 32 of the Companies Act, and a copy of the Prospectus shall be filed with the
RoC as required under Section 26 of the Companies Act and through the electronic portal at
https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html.
Company Secretary and Compliance Officer
Aayushi Haresh Tekani is the Company Secretary and Compliance Officer of our Company. The contact details
are set forth below:
Aayushi Haresh Tekani
Address: Office No. 1322 to 1326,
Swati Crimson and Clover, Near Shilaj Circle,
Shilaj, Ahmedabad, Daskroi,
Gujarat, India, 380059
Tel: +91 74860 23301
E-mail: cs@oswalenergies.com
Investor Grievances
Bidders may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, investors
may also write to the BRLM or Registrar to the Offer.
All Offer-related grievances, other than those 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 (for Bidders other than UPI Bidders) or the UPI ID (for UPI
Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum Application Form
and the name and address of the relevant Designated Intermediary(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
84applied 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
Monarch Networth Capital Limited
4th Floor, B Wing, Laxmi Towers
G Block, Bandra Kurla Complex
Bandra (East), Mumbai 400 051
Maharashtra, India
Tel: +91 22 6647 6400
E-mail: ecm@mnclgroup.com
Investor grievance e-mail: mbd@mnclgroup.com
Contact Person: Saahil Kinkhabwala/Vivek Singhi
Website: www.mnclgroup.com
SEBI registration number: INM000011013
Monarch Networth Capital Limited is the sole Book Running Lead Manager to the Issue, and accordingly, there
is no inter se allocation of responsibilities in the Issue. The details of responsibilities of the Book Running Lead
Manager are as follows:
S. No Activity
1. Capital structuring, positioning strategy, due diligence of our Company including its
operations/management, legal etc. Drafting and design of this Draft Red Herring Prospectus, the
Red Herring Prospectus, the Prospectus, abridged prospectus and application form. The BRLM
shall ensure compliance with the SEBI ICDR Regulations and stipulated requirements and
completion of prescribed formalities with the Stock Exchanges, RoC and SEBI filings and
follow up and coordination till final approval from all regulatory authorities
2. Drafting and approval of statutory advertisements
3. Drafting and approval of all publicity material other than statutory advertisement as mentioned
above including corporate advertising, brochure, etc. and filing of media compliance report
4. Appointment of intermediaries – Bankers to the Offer, Registrar to the Offer, advertising agency,
Sponsor Banks, printers to the Offer and other intermediaries including co-ordination for
agreements to be entered into with such intermediaries
5. Preparation of road show marketing presentation
6. Preparation of frequently asked questions
7. International institutional marketing of the Offer, which will cover, inter alia:
• Institutional marketing strategy;
• Finalizing the list and division of international investors for one-to-one meetings; and
• Finalizing international road show and investor meeting schedule.
8. Domestic institutional marketing of the Offer, which will cover, inter alia:
• Institutional marketing strategy;
• Finalizing the list and division of domestic investors for one-to-one meetings; and
• Finalizing domestic road show and investor meeting schedule.
9. Retail marketing of the Offer, which will cover, inter alia:
• Finalising media, marketing, public relations strategy and publicity;
• Budget including list of frequently asked questions at retail road shows;
• Finalising collection centres;
• Finalising application form;
• Finalising centres for holding conferences for brokers etc.;
• Follow - up on distribution of publicity; and Offer material including form, Red Herring
Prospectus/ Prospectus and deciding on the quantum of the Offer material
85S. No Activity
10. Managing the book and finalization of pricing in consultation with the Company
11. Coordination with Stock Exchanges for book building software, bidding terminals, mock
trading, anchor coordination, anchor CAN and intimation of anchor allocation
12. Post bidding activities including management of escrow accounts, coordinate non-institutional
allocation, coordination with registrar, SCSBs and Bankers to the Offer, intimation of allocation
and dispatch of refund to bidders, etc.
Post-Offer activities, which shall involve essential follow-up steps including allocation to
Anchor Investors, follow-up with Bankers to the Offer and SCSBs to get quick estimates of
collection and advising our Company about the closure of the Offer, based on correct figures,
finalisation of the basis of allotment or weeding out of multiple applications, listing of
instruments, dispatch of certificates or demat credit and refunds and coordination with various
agencies connected with the post-Offer activity such as registrar to the Offer, Bankers to the
Offer, SCSBs including responsibility for underwriting arrangements, as applicable
Co-ordination with SEBI and Stock Exchanges submission of all post-Offer reports including
the initial and final post-Offer report to SEBI
Syndicate Members
[●]
Legal Counsel to the Offer
M/s. Crawford Bayley & Co.
State Bank Building, 4th Floor
NGN Vaidya Marg, Fort, Mumbai
Maharashtra, India –400 023
Telephone: +91 22 2266 3353
Name: Sanjay Asher
Email: sanjay.asher@crawfordbayley.com
Registrar to the Offer
MUFG INTIME INDIA PRIVATE LIMITED
(erstwhile known as Link Intime)
C 101, 1st Floor, 247 Park,
L.B.S. Marg,
Vikhroli (West),
Mumbai – 400083,
Maharashtra, India
Tel: +91 810 811 4949
E-mail: oswalenergies.ipo@in.mpms.mufg.com
Investor grievance e-mail: oswalenergies.ipo@in.mpms.mufg.com
Contact Person: Shanti Gopalkrishnan
Website: https://in.mpms.mufg.com/
SEBI registration number: INR000004058
Bankers to the Offer
Escrow Collection Bank
[●]
Public Offer Account Bank
[●]
Refund Bank
86[●]
Sponsor Bank
[●]
Joint Statutory Auditors to our Company
Suresh R. Shah & Associates, Chartered Accountants
Address: B 416-417 Aaryan Work Space 3,
Nr Gandhi Labour Institute
Gurukul Metro Road,
Ahmedabad- 380052
Email: casrs222@gmail.com
Tel: +91 07926464303
Peer Review Certificate No: 019611
Firm Registration No.: 110691W
Talati & Talati LLP, Chartered Accountants
Address: 1006, Ocean, Sarabhai Road,
Near Genda Circle, Vadodara - 390023,
Gujarat (India)
Email: baroda@talatiandtalati.com
Tel: +91 265 2355053 / 73
Peer Review Certificate No: 015841
Firm Registration No.: 110758W/W100377
Changes in auditors
There has been no change in the statutory auditors of our Company during the last three years, except as mentioned
below.
Particulars of statutory auditors Date of the change Reason for change
Suresh R. Shah & Associates, September 12, 2024 Re-appointment to hold office for
Chartered Accountants one year, from the conclusion of the
11th Annual General Meeting till
12th Annual General Meeting
Talati & Talati LLP, Chartered March 5, 2025 Appointment as Joint Statutory
Accountants Auditors, to hold office till the
conclusion of the 12th Annual
General Meeting
Bankers to our Company
Kotak Mahindra Bank Limited
Jodhpur Cross Road Branch, 7th Floor Venus Amadeus,
Jodhpur Cross Road, Satellite, Ahmedabad-380015
Telephone: 9909802907
Email bhavin.bagade@kotak.com
Contact Person: Bhavin Bagade
Website: www.kotak.com
HDFC Bank Limited
Ahmedabad
Telephone 9825398995
Email uday.chandiramani@hdfcbank.com
Contact Person: Uday Chandiramani
87Designated Intermediaries
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.
Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism
In accordance with the SEBI ICDR Master Circular, UPI Bidders using the UPI Mechanism may only apply
through the SCSBs and mobile applications whose names appears on the website of the SEBI, which may be
updated from time to time. A list of SCSBs and mobile applications, is also available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for mobile
applications or at such other websites, as may be prescribed by SEBI 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 at Specified Locations 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 at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated
from time to time or any such other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the 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 details 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.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
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.
88Grading of the Offer
No credit agency registered with SEBI has been appointed for grading for the Offer.
Details of pre-IPO placement
Our Company does not contemplate a pre-IPO placement as on the date of this Draft Red Herring Prospectus till
the listing of the Equity Shares.
Monitoring Agency
Our Company will appoint a monitoring agency prior to the filing of the Red Herring Prospectus in accordance
with Regulation 41 of SEBI ICDR Regulations, for monitoring of the utilisation of the proceeds from the Fresh
Issue. For details in relation to the proposed utilisation of the proceeds from the Fresh Issue, please see “Objects
of the Offer”’ on page 118.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated July 18, 2025 from Suresh R. Shah & Associates, Chartered
Accountants, and Talati & Talati LLP, Chartered Accountants, our Joint Statutory Auditors to include their names
as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft
Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the
extent and in their capacity as our Joint Statutory Auditors, and in respect of their (i) examination report dated
June 10, 2025 relating to the Restated Financial Information and (ii) the statement of special tax benefits dated
July 18, 2025 included in this Draft Red Herring Prospectus and such consents have not been withdrawn as on the
date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert”
as defined under the U.S. Securities Act.
Our Company has received written consent dated July 18, 2025, from the independent chartered engineer, namely
Shivabhai Khemabhai Patel, to include their name in this Draft Red Herring Prospectus and as an “expert” as
defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as a chartered engineer,
in relation to their certificate dated July 18, 2025. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated July 18, 2025, from Tapan Shah, Practising Company
Secretaries, to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under Section
2(38) of the Companies Act, 2013, to the extent that and in their capacity as practising company secretary, in
relation to their certificate dated July 18, 2025. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Credit Rating
As the Offer is of Equity Shares, credit rating is not required.
Debenture Trustees
As the Offer is of Equity Shares, the appointment of debenture trustees is not required.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from Bidder on the basis of
the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms, if any within the Price Band
89which will be decided by our Company, in consultation with the BRLM and minimum Bid lot which will be
decided by our Company, in consultation with the BRLM and advertised in all editions of [●] (a widely circulated
English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and
[●] editions of [●] (a widely circulated Gujarati daily newspaper, Gujarati being the regional language of Gujarat
where our Registered and Corporate Office is located), at least two Working Days prior to the Bid/Offer Opening
Date and shall be made available to the Stock Exchanges for the purposes of uploading on their respective
websites. The Offer Price shall be determined by our Company, in consultation with the BRLM after the Bid/Offer
Closing Date in accordance with the applicable law. For further details, see “Offer Procedure” on page 520.
All Investors (other than Anchor Investors) shall mandatorily participate in the Offer only through the
ASBA process by providing details of their respective ASBA Account in which the corresponding Bid
Amount will be blocked by SCSBs, or in the case of UPI Bidders, by using the UPI Mechanism. Anchor
Investors are not permitted to participate in the Offer through the ASBA process.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid
Amount) at any stage. Retail Individual Investors and other Eligible Employees Bidding in the Employee
Reservation Portion can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until
Bid/Offer Closing Date. Anchor Investors are not allowed to revise and withdraw their Bids after the
Anchor Investor Bidding Date. Except Allocation to Retail Individual Investors, Non-Institutional
Investors and the Anchor Investors, Allocation in the Offer will be on a proportionate basis. Further,
allocation to Anchor Investors will be on a discretionary basis and allocation to the Non-Institutional
Investors will be in a manner as prescribed under the SEBI ICDR Regulations.
For further details on the Book Building Process and the method and process of Bidding, see “Terms of the
Offer”, “Offer Structure” and “Offer Procedure” on pages 507, 514 and 520, respectively.
The Book Building Process is subject to change. Bidders are advised to make their own judgment about an
investment through this process prior to submitting a Bid.
Bidders 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 period as prescribed under applicable law.
Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.
For an illustration of the Book Building Process, price discovery process and allocation, see “Offer Procedure”
on page 520.
Underwriting Agreement
After the determination of the Offer Price but prior to filing of the Prospectus with the RoC, our Company and
the Selling Shareholders will enter into the Underwriting Agreement with the Underwriters for the Equity Shares
proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten
shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations
of the Underwriters will be several and will be subject to certain conditions to closing, as specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus. This
portion has been intentionally left blank and will be completed before filing of the Prospectus with the RoC)
Name, address, telephone number Indicative number of Equity
Amount underwritten
and e-mail address of the Shares of face value of ₹10 each
(₹ in million)
Underwriters to be Underwritten
[●] [●] [●]
[●] [●] [●]
90The abovementioned amounts are provided for indicative purposes only and will be finalised after the pricing and
actual allocation and subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations. Based on
representations made by the Underwriters, our Board of Directors are of the opinion that the resources of the
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The
Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with the
Stock Exchange(s). Our Board/ IPO Committee, at its meeting held on [●], has approved the execution of the
Underwriting Agreement by our Company.
Allocation amongst the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to Investors procured by them in accordance with the
Underwriting Agreement. In the event of any default in payment, the respective Underwriter, in addition to other
obligations defined in the Underwriting Agreement, will also be required to procure purchasers for or purchase
the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement.
91CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below.
(in ₹, except share data)
Aggregate
S. Aggregate value at
Particulars nominal value
No. Offer Price*
at face value
A) AUTHORISED SHARE CAPITAL(1)
60,000,000 Equity Shares of face value of ₹10 each 600,000,000 -
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER AS ON
DATE OF THIS DRAFT RED HERRING PROSPECTUS
47,665,233 Equity Shares of face value of ₹10 each 476,652,330 -
C) PRESENT OFFER(2)(3)
Offer of up to [●] Equity Shares of face value of ₹10 each [●] [●]
aggregating up to ₹[●] million(2)
Of which:
Fresh Issue of up to [●] Equity Shares of face value of ₹10
each aggregating up to ₹2,500.00 million(2)
Offer for Sale of up to 4,600,008 Equity Shares of face value
of ₹10 each aggregating up to ₹[●] million(2)(3)
Which Includes
Employee Reservation Portion of up to [●] Equity Shares (of
face value of ₹10 each) aggregating up to ₹[●] million(4)
Net Offer of up to [●] Equity Shares of face value of ₹10 each [●] [●]
aggregating up to ₹ [●] million
D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
[●] Equity Shares of face value of ₹10 each* [●] -
E) SECURITIES PREMIUM ACCOUNT
Before the Offer (as on date of this Draft Red Herring NIL
Prospectus)
After the Offer* [●]
* To be included upon finalisation of the Offer Price and subject to Basis of Allotment.
(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see
“History and Certain Corporate Matters – Amendments to our Memorandum of Association” on page 337.
(2) Our Board has authorised the Offer, pursuant to their resolution dated July 11, 2025 and our Shareholders
have authorised the Fresh Issue pursuant to a special resolution dated July 11, 2025.
(3) Our Board has taken on record the consent and authorisation of each of the Selling Shareholders to
participate in the Offer for Sale pursuant to its resolution dated July 11, 2025. The Equity Shares being
offered by each of the Selling Shareholders have been held by them for a period of at least one year prior to
the date of filing of this Draft Red Herring Prospectus and are otherwise eligible for being offered for sale
pursuant to the Offer in accordance with the SEBI ICDR Regulations. For details of authorisations for the
Offer for Sale, see “Other Regulatory and Statutory Disclosures - Authority for the Offer” on page 495.
(4) In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of
₹200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹500,000. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the
Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The undersubscribed
portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of
undersubscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from
the Employee Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer
paid-up Equity Share capital
92Notes to capital structure
1. Equity share capital history of our Company
The following table sets forth the history of the equity share capital of our Company:
Issue
Number of price Cumulative
Face value per Cumulative paid-
Date of Nature of equity per Nature of number of
Name of the allottee(s) equity share up Equity Share
allotment allotment shares equity consideration equity
(₹) Capital (₹)
allotted share shares
(₹)
January 28, Initial subscription Number of 50,000 10 10 Cash 50,000 500,000
Name of the
2013(1) to the equity shares
allottee
Memorandum of allotted
Association(1)
Babulal Bokadia 8,000
Jitendra Bokadia 8,000
Jayant Bokadia 8,000
Ratan Bokadia 8,000
Ravi Doshi 8,000
Usha Bokadia 5,000
Sarikadevi Bokadia 5,000
March 3, 2016 Pursuant to Number of 749,870(3) 10 10 Pursuant to 799,870 7,998,700
Scheme of Name of the allottee equity shares Scheme of
Arrangement(2) allotted Arrangement
Babulal Bokadia 157,250
Jitendra Bokadia 63,750
Ratan Bokadia 51,000
93Issue
Number of price Cumulative
Face value per Cumulative paid-
Date of Nature of equity per Nature of number of
Name of the allottee(s) equity share up Equity Share
allotment allotment shares equity consideration equity
(₹) Capital (₹)
allotted share shares
(₹)
Jayant Bokadia 139,995
Padmavati Bokadia 8,075
Rekhadevi Bokadia 44,370
Ushadevi Bokadia 72,845
Sarikadevi Bokadia 26,027
Jitendra Bokadia 11,121
(HUF)
Ravi Doshi 68,028
Ugam Doshi 40,233
Ratan Bokadia 2,720
(HUF)
Jayant Bokadia 8,713
(HUF)
Parasmal Doshi 45,203
Preeti Doshi 10,540
July 1, 2016 Further issue Number of 2,200,000 10 10 Cash 2,999,870 29,998,700
Name of the allottee equity shares
allotted
Jayant Bokadia 440,000
94Issue
Number of price Cumulative
Face value per Cumulative paid-
Date of Nature of equity per Nature of number of
Name of the allottee(s) equity share up Equity Share
allotment allotment shares equity consideration equity
(₹) Capital (₹)
allotted share shares
(₹)
Jitendra Bokadia 940,500
Ratan Bokadia 121,200
(HUF)
Rekha Bokadia 42,500
Ravi Parasmal Doshi 47,000
(HUF)
Babulal Bokadia 103,000
Ravi Parasmal Doshi 187,000
Usha Ratan Bokadia 318,800
January Further issue Number of 1,333,333(4) 10 15 Cash 4,333,203 43,332,030
30,2019 Name of the allottee equity shares
allotted
Jayant Bokadia 66,667
Jitendra Bokadia 166,667
Ratan Bokadia HUF 66,667
Rekha Bokadia 133,425
Jitendra Bokadia 150,272
(HUF)
Babulal Bokadia 100,192
95Issue
Number of price Cumulative
Face value per Cumulative paid-
Date of Nature of equity per Nature of number of
Name of the allottee(s) equity share up Equity Share
allotment allotment shares equity consideration equity
(₹) Capital (₹)
allotted share shares
(₹)
Jayant Bokadia 66,667
(HUF)
Usha Ratan Bokadia 66,666
Ratan Bokadia 133,333
Padmavati Bokadia 66,667
Sarikadevi Bokadia 66,666
Dixit Jitendra 182,777
Bokadia
Babulal Bokadia 66,667
(HUF)
November 20, Bonus issue as on Name of the Number of 43,332,030 10 N.A. N.A. 47,665,233 476,652,330
2024 the record date i.e. allottee equity shares
November 18, allotted
2024 in the ratio of
ten (10) equity Babulal Bokadia 2,299,040
share for every
one (1) equity Jitendra Bokadia 5,335,970
share held (HUF)
Jitendra Bokadia 3,756,440
Jayant Bokadia 3,275,080
Ratan Bokadia 1,923,330
96Issue
Number of price Cumulative
Face value per Cumulative paid-
Date of Nature of equity per Nature of number of
Name of the allottee(s) equity share up Equity Share
allotment allotment shares equity consideration equity
(₹) Capital (₹)
allotted share shares
(₹)
Ratan Bokadia 1,905,870
(HUF)
Usha Bokadia 4,633,110
Sarikadevi Bokadia 3,526,930
Padmavati Bokadia 2,127,700
Rekha Bokadia 7,752,870
Jayant Bokadia 1,551,250
(HUF)
Dixit Jitendra 4,577,770
Bokadia
Babulal Bokadia 666,670
(HUF)
Total 47,665,233 476,652,330
(1) Our Company was incorporated on January 28, 2013, however, the date of subscription to the Memorandum of Association was January 19, 2013.
(2) Pursuant to an order dated February 5, 2016, the National Company of Law Tribunal, Gujarat at Ahmedabad sanctioned the scheme of arrangement, which envisaged
(de-merger of Projects Division (Projects Division) of Oswal Infrastructure Limited (De-merged Company) into Oswal Infra-Park Limited (Resulting company) ii)
merger of Sarth Fincap Private Limited (Transferor Company 1) and Nihon Overseas Private Limited (Transferor Company 2) with Oswal Infrastructure Limited
(Transferee Company). Pursuant to the Merger, our Company issued and allotted 749,870 fully paid-up equity shares of ₹10 each to the individual shareholders of
the Demerged Company. For further details, see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/undertakings, mergers or amalgamation” on page 339 of this Draft Red Herring Prospectus.
(3) Under the approval of the Scheme 1, our Board of Directors passed a resolution on March 3, 2016 for the allotment of 7,49,870 Equity Shares and filed a MGT-14
form along with the PAS-3 bearing SRN S45642576 (“RoC Forms”). However, due to typographical error, there were inconsistencies in the name of the shareholders
and number of allotted shares in the ROC forms. Our Company has subsequently filed a GNL-2 form bearing SRN AB2802372 dated February 24, 2025 rectifying
such inconsistencies.
97(4) Our Company had undertaken a further issue of 13,33,333 Equity shares on a preferential cum private placement basis pursuant to the Board and Shareholder’s
resoltions dated January 30, 2019 and December 22, 2018 respectively and filed a MGT-14 form along with the PAS-3 bearing SRN H77318442 (“RoC Forms”)
However, due to a rounding off error for the shares allotted to Sarikadevi Bokadia, and Usha Bokadia, there were inconsistences in the number of shares allotted.
Our Company has subsequently filed a GNL-2 form bearing SRN AB2780753 dated February 24, 2025 rectifying such inconsistencies.
Our Company is in compliance with the Companies Act, 1956 and Companies Act, 2013, to the extent applicable, with respect to issuance of Equity Shares from the date
of incorporation of our Company till the date of filing of this Draft Red Herring Prospectus.
Secondary transaction
The following table sets forth the details of secondary transactions of equity shares of our Company:
Number of Transfer price
Date of transfer/ Name of Nature of Face value per Nature of
Name of transferor equity shares per equity share
board resolution transferee transaction equity share (₹) consideration
transferred (₹)
Jitendra Bokadia NIL
May 23,2016 Babulal Bokadia Gift 138,538 10 Gift
(HUF)
May 23,2016 Jitendra Bokadia Rekhadevi Bokadia Gift 53,273 10 NIL Gift
Jayant Babulal Jitendra Bokadia NIL
May 23,2016 Gift 21,433 10 Gift
Bokadia (HUF)
Jayant Babulal NIL
May 23,2016 Rekhadevi Bokadia Gift 26,719 10 Gift
Bokadia
Jayant Babulal Jayant Babulal NIL
May 23,2016 Gift 24,002 10 Gift
Bokadia Bokadia (HUF)
Jayant Babulal NIL
January 12,2017 Padmavati Bokadia Gift 255,000 10 Gift
Bokaida
Dixit Jitendra NIL
January 12,2017 Jitendra Bokadia Gift 750,000 10 Gift
Bokadia
January 12, 2017 Ravi Doshi Ugam Doshi Gift 125,000 10 NIL Gift
April 2, 2017 Padmavati Bokadia Sarikadevi Bokadia Gift 255,000 10 NIL Gift
Dixit Jitendra NIL
April 2, 2017 Rekhadevi Bokadia Gift 475,000 10 Gift
Bokadia
August 1, 2023 Ravi Doshi Padmavati Bokadia Gift 138,028 10 NIL Gift
Jitendra Bokadia NIL
August 1, 2023 Ugam Doshi Gift 165,233 10 Gift
(HUF)
Jayant Bokadia NIL
August 1, 2023 Parsamal Doshi Gift 45,203 10 Gift
(HUF)
Jayant Bokaida NIL
August 1, 2023 Preeti Doshi Gift 10,540 10 Gift
(HUF)
98Number of Transfer price
Date of transfer/ Name of Nature of Face value per Nature of
Name of transferor equity shares per equity share
board resolution transferee transaction equity share (₹) consideration
transferred (₹)
Ravi Parsamal Doshi Jitendra Bokadia NIL
June 5, 2024 Gift 47,000 10 Gift
HUF (HUF)
January 7, 2025 Usha Bokadia Ratan Bokadia Gift 953,304 10 NIL Gift
Dixit Jitendra NIL
January 6, 2025 Rekhadevi Bokadia Gift 3,789,871 10 Gift
Bokadia
January 7, 2025 Rekhadevi Bokadia Varun J. Bokadia Gift 500,000 10 NIL Gift
Jitendra Bokadia Dixit Jitendra NIL
January 22, 2025 Gift 1,191,600 10 Gift
(HUF) Bokadia
Babulal Hastimal B H Bokadia Family NIL
June 23, 2025 Gift 10 10 Gift
Bokadia Trust
B H Bokadia Family NIL
June 23, 2025 Usha Bokadia Gift 10 10 Gift
Trust
B H Bokadia Family NIL
June 23, 2025 Sarika Jayant Babulal Gift 10 10 Gift
Trust
Padmavati Babulal B H Bokadia Family NIL
June 23, 2025 Gift 10 10 Gift
Bokadia Trust
Jitendra Hastimalji J H Bokadia Family NIL
June 23, 2025 Gift 10 10 Gift
Bokadia Trust
J H Bokadia Family NIL
June 23, 2025 Rekha Bokadia Gift 10 10 Gift
Trust
Varun Jitendra J H Bokadia Family NIL
July 7, 2025 Gift 10 10 Gift
Bokadia Trust
2. History of Preference share capital
As on the date of this Draft Red Herring Prospectus, our Company does not have any preference share capital.
3. Equity shares issued for consideration other than cash or out of revaluation reserves
Except as set out below, our Company has not issued any equity shares for consideration other than cash or out of revaluation reserves since its incorporation:
99Face Issue
value price
Number of
per per Reason for the Benefits accrued to our
Date of allotment Names of allottees equity shares
equity equity allotment Company
allotted
share share
(₹) (₹)
November 20,2024 Number of equity 43,332,030 10 N.A. Bonus issue as N.A.
Name of the allottee
shares allotted on the record
date i.e.
Babulal Bokadia 2,299,040 November 18,
2024 in the ratio
Jitendra Bokadia (HUF) 5,335,970 of ten (10)
equity share for
Jitendra Bokadia 3,756,440 every one (1)
equity share
Jayant Bokadia 3,275,080
held
Ratan Bokadia 1,923,330
Ratan Bokadia (HUF) 1,905,870
Usha Bokadia 4,633,110
Sarikadevi Bokadia 3,526,930
Padmavati Bokadia 2,127,700
Rekha Bokadia 7,752,870
Jayant Bokadia (HUF) 1,551,250
Dixit Jitendra Bokadia 4,577,770
Babulal Bokadia (HUF) 666,670
100Face Issue
value price
Number of
per per Reason for the Benefits accrued to our
Date of allotment Names of allottees equity shares
equity equity allotment Company
allotted
share share
(₹) (₹)
March 3, 2016 (1)(2)(3 Number of 749,870 10 10 Pursuant to 749,870 equity shares were
Name of the allottee equity shares Scheme of allotted by our Company to
allotted Arrangement the individual shareholders
of the Demerged Oswal
Babulal Bokadia 157,250 Infrastructure Limited in our
Company. For further
Jitendra Bokadia 63,750 details, see “History and
Certain Corporate Matters -
Ratan Bokadia 51,000 Details regarding material
acquisitions or divestments
Jayant Bokadia 139,995
of business/undertakings,
mergers or amalgamation”
Padmavati Bokadia 8,075
on page 339
Rekhadevi Bokadia 44,370
Ushadevi Bokadia 72,845
Sarikadevi Bokadia 26,027
Jitendra Bokadia 11,121
(HUF)
Ravi Doshi 68,028
Ugam Doshi 40,233
Ratan Bokadia 2,720
(HUF)
Jayant Bokadia 8,713
(HUF)
101Face Issue
value price
Number of
per per Reason for the Benefits accrued to our
Date of allotment Names of allottees equity shares
equity equity allotment Company
allotted
share share
(₹) (₹)
Parasmal Doshi 45,203
Preeti Doshi 10,540
(1) Pursuant to an orde r dated February 5, 2016, the National Company of Law Tribunal, Gujarat at Ahmedabad sanctioned the scheme of arrangement, which envisaged
(de-merger of Projects Division (Projects Division) of Oswal Infrastructure Limited (De-merged Company) into Oswal Infra-Park Limited (Resulting company) ii) merger
of Sarth Fincap Private Limited (Transferor Company 1) and Nihon Overseas Private Limited (Transferor Company 2) with Oswal Infrastructure Limited (Transferee
Company). Pursuant to the Merger, our Company issued and allotted 749,870 fully paid-up equity shares of ₹10 each to the individual shareholders of the Demerged
Company. For further details, see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers
or amalgamation” on page 339 of this Draft Red Herring Prospectus
(2) Pursuant to an order dated February 5, 2016, the National Company of Law Tribunal, Gujarat at Ahmedabad sanctioned the scheme of arrangement, which envisaged
(de-merger of Projects Division (Projects Division) of Oswal Infrastructure Limited (De-merged Company) into Oswal Infra-Park Limited (Resulting company) ii) merger
of Sarth Fincap Private Limited (Transferor Company 1) and Nihon Overseas Private Limited (Transferor Company 2) with Oswal Infrastructure Limited (Transferee
Company). Pursuant to the Merger, our Company issued and allotted 749,870 fully paid-up equity shares of ₹10 each to the individual shareholders of the Demerged
Company. For further details, see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers
or amalgamation” on page 339 of this Draft Red Herring Prospectus.
(3) Under the approval of the Scheme 1, our Board of Directors passed a resolution on March 3, 2016 for the allotment of 7,49,870 Equity Shares and filed a MGT-14 form
along with the PAS-3 bearing SRN S45642576 (“RoC Forms”). However, due to typographical error, there were inconsistencies in the name of the shareholders and
number of allotted shares in the ROC forms. Our Company has subsequently filed a GNL-2 form bearing SRN AB2802372 dated February 24, 2025 rectifying such
inconsistencies.
4. Offer of specified securities at a price lower than the Offer Price in the one year preceding the date of this Draft Red Herring Prospectus
Except as given below, our Company has not issued specified securities at a price lower than the Offer Price in the one year preceding the date of this Draft Red Herring
Prospectus:
102Issue
Number of
Face value per price per Nature of
Date of allotment Nature of allotment Name of the allottee(s) equity shares
equity share (₹) equity consideration
allotted
share (₹)
November 20, 2024 Bonus issue as on the Number of equity 43,332,030 10 N.A. N.A.
Name of the allottee
record date i.e. shares allotted
November 18, 2024 in
the ratio of ten (10) Babulal Bokadia 2,299,040
equity share for every
one (1) equity share held Jitendra Bokadia (HUF) 5,335,970
Jitendra Bokadia 3,756,440
Jayant Bokadia 3,275,080
Ratan Bokadia 1,923,330
Ratan Bokadia (HUF) 1,905,870
Usha Bokadia 4,633,110
Sarikadevi Bokadia 3,526,930
Padmavati Bokadia 2,127,700
Rekha Bokadia 7,752,870
Jayant Bokadia (HUF) 1,551,250
Dixit Jitendra Bokadia 4,577,770
Babulal Bokadia (HUF) 666,670
5. Shares issued out of revaluation reserves
Our Company has not issued any shares out of revaluation reserves since its incorporation.
6. Allotment of equity shares pursuant to schemes of arrangement under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies
Act, 2013
103Except for the allotment of 749,870 equity shares of face value of ₹10 each, on March 3, 2016, pursuant to the scheme of arrangement, our Company has not allotted any
Equity Shares pursuant to any scheme of arrangement approved under sections 230-234 of the Companies Act, 2013. For further details in relation to the scheme of
Arrangement, see “History and Certain Corporate Maters – Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last 10 years” on page 339 and “- Notes to capital structure – Share capital history of our Company” on page 93.
Except as disclosed in “- Notes to capital structure – Share capital history of our Company” on page 93, our Company has not issued any Equity Shares in the last one
year immediately preceding the date of this Draft Red Herring Prospectus.
7. Issue of equity shares under employee stock option schemes
As on the date of this Draft Red Herring Prospectus, our Company does not have an employee stock option scheme.
8. History of the share capital held by our Promoters
As on the date of this Draft Red Herring Prospectus, our Promoters hold, in the aggregate, 20,491,405 Equity Shares, which constitute 42.99% of the issued, subscribed
and paid-up equity share capital of our Company. All the Equity Shares held by our Promoters are in dematerialised form.
a) Build-up of Promoters’ shareholding in our Company
Set forth below is the build-up of our Promoters’ equity shareholding since the incorporation of our Company.
Percentage
Face
Issue/ of the
Number of value Percentage of
acquisition/ post-Offer
equity shares per Nature of pre-Offer
Date of allotment / transfer Nature of transaction transfer per equity
allotted/ equity consideration equity share
equity share share
transferred share capital (%)
(₹) capital(1)
(₹)
(%)
Ratan Babulal Bokadia
Initial subscription to the
January 28,2013 Memorandum of 8,000 10 10 Cash 0.02 [●]
Association
Pursuant to
Pursuant to Scheme of
March 3, 2016 51,000 10 10 Scheme of 0.11 [●]
Arrangement
Arrangement
January 30,2019 Further Issue 133,333 10 15 Cash 0.28 [●]
104Percentage
Face
Issue/ of the
Number of value Percentage of
acquisition/ post-Offer
equity shares per Nature of pre-Offer
Date of allotment / transfer Nature of transaction transfer per equity
allotted/ equity consideration equity share
equity share share
transferred share capital (%)
(₹) capital(1)
(₹)
(%)
Bonus issue as on the
record date i.e. November
18, 2024 in the ratio of
November 20, 2024 1,923,330 10 N.A. N.A. 4.03 [●]
ten (10) equity share for
every one (1) equity share
held
January 7, 2025 Gift 953,304 10 NIL Gift 2.00 [●]
Total (A) 3,068,967 6.44
Jayant Babulal Bokadia
Initial subscription to the
January 28,2013 Memorandum of 8,000 10 10 Cash 0.02
[●]
Association
Pursuant to
Pursuant to Scheme of
March 3, 2016 139,995 10 10 Scheme of 0.29 [●]
Arrangement
Arrangement
May 23,2016 Gift (21,433) 10 NIL Gift (0.04) [●]
May 23,2016 Gift (26,719) 10 NIL Gift (0.06) [●]
May 23,2016 Gift (24,002) 10 NIL Gift (0.05) [●]
July 1,2016 Further Issue 440,000 10 10 Cash 0.92 [●]
January 12,2017 Gift (255,000) 10 NIL Gift (0.53) [●]
January 30,2019 Further Issue 66,667 10 15 Cash 0.14 [●]
Bonus issue as on the
November 20,2024 record date i.e. November
3,275,080 10 N.A. N.A. 6.87 [●]
18, 2024 in the ratio of
ten (10) equity share for
105Percentage
Face
Issue/ of the
Number of value Percentage of
acquisition/ post-Offer
equity shares per Nature of pre-Offer
Date of allotment / transfer Nature of transaction transfer per equity
allotted/ equity consideration equity share
equity share share
transferred share capital (%)
(₹) capital(1)
(₹)
(%)
every one (1) equity share
held
Total (B) 3,602,588 7.56
Dixit Jitendra Bokadia
January 12,2017 Gift 750,000 10 NIL Gift 1.57 [●]
April 2, 2017 Gift (475,000) 10 NIL Gift (1.00) [●]
January 30,2019 Further Issue 182,777 10 15 Cash 0.38 [●]
Bonus issue as on the
record date i.e. November
18, 2024 in the ratio of
November 20,2024 4,577,770 10 N.A. N.A. 9.60 [●]
ten (10) equity share for
every one (1) equity share
held
January 6, 2025 Gift 3,789,871 10 NIL Gift 7.95 [●]
January 22, 2025 Gift 1,191,600 10 NIL Gift 2.50 [●]
Total (C) 10,017,018 21.02
Ratan Babulal Bokadia (HUF)
Pursuant to
Pursuant to Scheme of
March 3,2016 2,720 10 10 Scheme of 0.01 [●]
Arrangement
Arrangement
July 1,2016 Further Issue 121,200 10 10 Cash 0.25 [●]
January 30,2019 Further Issue 66,667 10 15 Cash 0.14 [●]
Bonus issue as on the
record date i.e. November
November 20,2024 1,905,870 10 N.A. N.A. 4.00 [●]
18, 2024 in the ratio of
ten (10) equity share for
106Percentage
Face
Issue/ of the
Number of value Percentage of
acquisition/ post-Offer
equity shares per Nature of pre-Offer
Date of allotment / transfer Nature of transaction transfer per equity
allotted/ equity consideration equity share
equity share share
transferred share capital (%)
(₹) capital(1)
(₹)
(%)
every one (1) equity share
held
Total (D) 2,096,457 4.40
Jayant Babulal Bokadia (HUF)
Pursuant to
Pursuant to Scheme of
March 3,2016 8,713 10 10 Scheme of 0.02 [●]
Arrangement
Arrangement
May 23,2016 Gift 24,002 10 NIL Gift 0.05 [●]
January 30,2019 Further Issue 66,667 10 15 Cash 0.14 [●]
August 1, 2023 Gift 55,743 10 NIL Gift 0.12 [●]
Bonus issue as on the
record date i.e. November
18, 2024 in the ratio of
November 20,2024 1,551,250 10 N.A. N.A. 3.25 [●]
ten (10) equity share for
every one (1) equity share
held
Total (E) 1,706,375 3.58
Grand Total (A+B+C+D+E) 20,491,405 42.99(2)
(1) Subject to finalisation of Basis of Allotment
(2) The actual shareholding percentage of the Promoter’s contribution is 42.99% of the total paid-up share capital of the Company. However, due to rounding off
during computation, it is represented as 43.00% individually in the above calculations. The difference of 0.01% is purely on account of rounding off adjustments.
For the purpose of this certification, the percentage considered is the actual holding of 42.99%.
b) As on the date of the Draft Red Herring Prospectus, our Promoters have not been allotted any preference shares since the incorporation of our Company.
c) All the Equity Shares held by our Promoters were fully paid-up on the respective date of allotment/ acquisition of such Equity Shares.
d) As of the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are subject to pledge with any creditor or any other encumbrance.
1079. Shareholding of our Promoters and members of our Promoter Group
Shareholding of our Promoters and members of Promoter Group are set forth below, as on the date of this Draft Red Herring Prospectus:
Pre-Offer Post-Offer
Name of Shareholder Number of Equity Shares of face Percentage of pre-Offer Number of Equity Shares Percentage of post-Offer equity
value of ₹10 each equity share capital (%) of face value of ₹10 each share capital (%)(1)
Promoters
Dixit Jitendra Bokadia(2)(3) 10,017,018 21.02 [●] [●]
Jayant Babulal Bokadia(2) (3) 3,602,588 7.56 [●] [●]
Ratan Babulal Bokadia(2) (3) 3,068,967 6.44 [●] [●]
Ratan Babulal Bokadia (HUF) (2) 2,096,457 4.40 [●] [●]
Jayant Babulal Bokadia (HUF) (2) 1,706,375 3.58 [●] [●]
Promoter Group [●] [●]
Jitendra H Bokadia HUF 4,6779,67 9.81 [●] [●]
Rekhadevi J Bokadia 4,238,276 8.89 [●] [●]
Usha Bokadia 4,143,107 8.69 [●] [●]
Jitendra Hastimal Bokadia(2) 4,132,074 8.67 [●] [●]
Sarikadevi Bokadia(2) 3,879,613 8.14 [●] [●]
Babulal Hastimal Bokadia (2) 2,528,934 5.31 [●] [●]
Padmavati Bokadia(2) 2,340,460 4.91 [●] [●]
B H Bokadia HUF(2) 733,337 1.54 [●] [●]
Varun Jitendra Bokadia 499,990 1.05 [●] [●]
B H Bokadia Family Trust 40 Negligible [●] [●]
J H Bokadia Family Trust 30 Negligible [●] [●]
Total 47,665,233 100 [●] [●]
(1) Subject to finalisation of Basis of Allotment
(2) Also, a Selling Shareholder
(3) Also, a director on the Board of the Company
10. Details of minimum Promoters’ Contribution and lock-in as may be prescribed under Applicable Law:
Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the 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 or any other period as may be prescribed under applicable law, from the date
of Allotment (“Promoters’ Contribution”).
The details of Equity Shares held by our Promoters, which will be locked in for minimum Promoter’s Contribution for a period of 18 months, from the date of Allotment
as Promoters’ Contribution are as provided below:
108Date of Issue /
Number of Number of % of the post- Date up to which
Name of the allotment/ Face value per Acquisition Nature of
Equity Shares Equity Shares Offer paid-up Equity Shares are
Promoter transfer of equity share (₹) price per equity transaction
held# locked-in* Capital subject to lock-in
equity shares # share (₹)
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
# Equity Shares were fully paid-up on the date of acquisition of such Equity Shares.
* Subject to finalisation of Basis of Allotment.
Our Promoters have given consent to include such number of Equity Shares held by them, as may constitute 20% of the post-Offer Equity Share capital of our Company
as Promoters’ Contribution. Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoters’ Contribution from the
date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except
as may be permitted, in accordance with the SEBI ICDR Regulations.
Except for the Equity Shares offered by our Promoter Selling Shareholders in Offer for Sale, our Promoter’s shareholding in excess of 20% shall be locked in for a period
of six months from the date of Allotment. As on the date of this Draft Red Herring Prospectus, our Promoters hold in the aggregate 2,04,91,405 Equity Shares of face value
of ₹ 10 each, which constitutes 42.99% of the issued, subscribed and paid-up Equity Share capital of our Company.
The Equity Shares that are being locked-in are not and will not be ineligible for computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations.
In this connection, we confirm the following:
(i) The Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired during the three years preceding the date of this Draft Red Herring
Prospectus (a) for consideration other than cash and revaluation of assets or capitalisation of intangible assets, or (b) as a result of bonus shares issued by utilization
of revaluation reserves or unrealised profits of our Company or from bonus issue against Equity Shares which are otherwise in-eligible for computation of Promoters’
Contribution;
(ii) The Promoter’s Contribution does not include any Equity Shares acquired during the one year preceding the date of this Draft Red Herring Prospectus, at a price lower
than the price at which the Equity Shares are being offered to the public in the Offer; and
(iii) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge with any creditor.
(iv) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability partnership firm into a company and hence, no Equity
Shares have been issued in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a partnership firm or limited
liability partnership.
(v) All the Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red Herring Prospectus.
11. Details of share capital locked-in for six months
109Except for the Equity Shares offered by our Promoter Selling Shareholders in Offer for Sale, pursuant to Regulation 16(b) and 17 of the SEBI ICDR Regulations, the entire
pre-Offer Equity Share capital of our Company will be locked in for a period of six months from the date of Allotment, except for (a) the Equity Shares successfully
transferred as a part of the Offer for Sale; and (b) Equity Shares held by a venture capital fund or alternative investment fund of category I or category II or foreign venture
capital investor. As on the date of this Draft Red Herring Prospectus, our Company does not have Shareholders that are venture capital funds or alternative investment
funds of category I or category II or a foreign venture capital investor.
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.
Pursuant to Regulation 22 of the SEBI ICDR Regulations, (a) the Equity Shares held by our Promoters, which are locked-in may be transferred to another promoter and
among the members of the Promoter Group or to any new promoters of our Company, and (b) the Equity Shares held by persons other than the Promoters and locked-in
for a period of six months from the date of Allotment in the Offer may be transferred to any other person holding the Equity Shares which are locked-in, subject to
continuation of the lock-in in the hands of transferees for the remaining period and compliance with the SEBI Takeover Regulations, as applicable; and
Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters (as mentioned above) may be pledged as a collateral security
for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company,
subject to the following:
a. If the Equity Shares are locked-in in terms of sub-regulation (a) of Regulation 16(1) of the SEBI ICDR Regulations, the loan has been granted for the purpose of
financing one or more of the objects of the Fresh Issue and the pledge of Equity Shares is one of the terms of sanction of the loan;
b. If the Equity Shares are locked-in in terms of sub-regulation (b) of Regulation 16(1) of the SEBI ICDR Regulations and the pledge of Equity Shares is one of the
terms of sanction of the loan.
Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer the Equity Shares till the lock-in period
stipulated in the SEBI ICDR Regulations has expired.
12. Lock-in of Equity Shares Allotted to Anchor Investors
50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 90 days from the date of Allotment and the
remaining 50% shall be locked-in for a period of 30 days from the date of Allotment.
13. Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters, the members of our Promoter Group and/or our Directors
and their relatives during the six months immediately preceding the date of this Draft Red Herring Prospectus.
Except as disclosed below, none of our Promoters, members of our Promoter Group, our Directors or their relatives have sold or purchased any Equity Shares of our
Company during the six months preceding the date of this Draft Red Herring Prospectus.
110Date of transfer Name of Name of Nature of transaction Number of equity Percentage of pre- Face value per Transfer price
transferor transferee shares transferred Offer equity share equity share (₹) per equity
capital of our share (₹)
Company (%)
January 22,2025 Jitendra Bokadia Dixit Jitendra Gift 1,191,600 2.50 10 NIL
HUF Bokadia
June 23, 2025 Babulal Hastimal B H Bokadia Gift 10 Negligible 10 NIL
Bokadia Family Trust
June 23, 2025 Usha Bokadia B H Bokadia Gift 10 Negligible 10 NIL
Family Trust
June 23, 2025 Sarika Jayant B H Bokadia Gift 10 Negligible 10 NIL
Babulal Family Trust
June 23, 2025 Padmavati B H Bokadia Gift 10 Negligible 10 NIL
Babulal Bokadia Family Trust
June 23, 2025 Jitendra J H Bokadia Gift 10 Negligible 10 NIL
Hastimalji Family Trust
Bokadia
June 23, 2025 Rekha Bokadia J H Bokadia Gift 10 Negligible 10 NIL
Family Trust
July 7, 2025 Varun Jitendra J H Bokadia Gift 10 Negligible 10 NIL
Bokadia Family Trust
11114. Our shareholding pattern
The shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus is as set forth below:
Sharehol Number of
ding, as a Number of Equity
Number of voting rights Number % locked in Shares
held in each class of of assuming Equity pledged or
Sharehol
securities (IX) Equity full Shares otherwise
ding as a
Num Shares conversio (XII) encumbere
% of
Numb ber of Numbe Total underly n of d (XIII)
total
er of partl r of number Number of voting ing convertib
number
Number fully y shares of rights outstan le Number of
Categor of shares
of paid- paid- underl shares ding securities Equity Shares
Categ y of (calculat
sharehol up up ying held converti (as a held in
ory (I) shareho ed as per Tota As a As a
ders Equity Equit Deposit (VII) ble percentag dematerialized
lder (II) SCRR, l as % of % of
(III) Shares y ory =(IV)+( securiti e of form (XIV)
1957) a % Num total Num total
held Share Receipt V)+ Class Clas es diluted
(VIII) As of ber Shar ber Shar
(IV) s held s (VI) (VI) eg: s eg: (includi share
a % of Total (A+ (a) es (a) es
(V) Equity Othe ng capital)
(A+B+C B+ held held
Shares rs Warran (XI)=
2) C) (b) (b)
ts) (VII)+(X)
(X) As a % of
(A+B+C2
)
(A) Promote 0.00 0.00
47,6
rs and 47,665 47,665, 47,665 47,665
16 0 0 100.00 0 65,2 0 100.00 0 0 47,665,233
Promote ,233 233 ,233 ,233
33
r Group
(B) Public 0 0 0 0 0 0.00 0 0 0 0 0 0.00 0 0.00 0 0.00 0
(C) Non- 0.00 0.00
Promote
0 0 0 0 0 0.00 0 0 0 0 0 0.00 0 0 0
r Non-
Public
(C1) Shares 0.00 0.00
underlyi
0 0 0 0 0 0.00 0 0 0 0 0 0.00 0 0 0
ng
deposito
112Sharehol Number of
ding, as a Number of Equity
Number of voting rights Number % locked in Shares
held in each class of of assuming Equity pledged or
Sharehol
securities (IX) Equity full Shares otherwise
ding as a
Num Shares conversio (XII) encumbere
% of
Numb ber of Numbe Total underly n of d (XIII)
total
er of partl r of number Number of voting ing convertib
number
Number fully y shares of rights outstan le Number of
Categor of shares
of paid- paid- underl shares ding securities Equity Shares
Categ y of (calculat
sharehol up up ying held converti (as a held in
ory (I) shareho ed as per Tota As a As a
ders Equity Equit Deposit (VII) ble percentag dematerialized
lder (II) SCRR, l as % of % of
(III) Shares y ory =(IV)+( securiti e of form (XIV)
1957) a % Num total Num total
held Share Receipt V)+ Class Clas es diluted
(VIII) As of ber Shar ber Shar
(IV) s held s (VI) (VI) eg: s eg: (includi share
a % of Total (A+ (a) es (a) es
(V) Equity Othe ng capital)
(A+B+C B+ held held
Shares rs Warran (XI)=
2) C) (b) (b)
ts) (VII)+(X)
(X) As a % of
(A+B+C2
)
ry
receipts
(C2) Shares 0.00 0.00
held by
0 0 0 0 0 0.00 0 0 0 0 0 0.00 0 0 0
employe
e trusts
Total 47,6 0.00 0.00
47,665 47,665, 47,665 47,665
16 0 0 100.00 0 65,2 0 100.00 0 0 47,665,233
,233 233 ,233 ,233
33
11315. Shareholding of our Directors, Key Managerial Personnel and members of Senior Management
Personnel in our Company
Except as stated below, none of our Directors, Key Managerial Personnel or members of our Senior
Management Personnel hold any Equity Shares as on the date of this Draft Red Herring Prospectus.
Number of Equity Shares of face Percentage of pre-Offer share
Name
value of ₹10 each capital (%)
Ratan Babulal Bokadia 3,068,967 6.44
Jayant Babulal Bokadia 3,602,588 7.56
Dixit Jitendra Bokadia 10,017,018 21.02
16. Details of shareholding of the major shareholders of our Company
(a) As on the date of this Draft Red Herring Prospectus, our Company has 16 Shareholders.
Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up
share capital of our Company as on the date of this Draft Red Herring Prospectus:
Number of Equity Shares of Percentage of pre-Offer
S. No. Name of Shareholder
face value of ₹10 each share capital (%)
1. Dixit Jitendra Bokadia 10,017,018 21.02
2. Jitendra H Bokadia HUF 4,6,77,967 9.81
3. Rekhadevi J Bokadia 4,238,276 8.89
4. Usha Bokadia 4,143,107 8.69
5. Jitendra Hastimalji 8.67
Bokadia 4,132,074
6. Sarikadevi Bokadia 3,879,613 8.14
7. Jayant Babulal Bokadia 3,602,588 7.56
8. Ratan Babulal Bokadia 3,068,967 6.44
9. Babulal Hastimal Bokadia 2,528,934 5.31
10. Padmavati B Bokadia 2,340,460 4.91
11. Ratan B Bokadia HUF 2,096,457 4.40
12. Jayant B Bokadia HUF 1,706,375 3.58
13. B H Bokadia HUF 733,337 1.54
14. Varun Jitendra Bokadia 499,990 1.05
Total 47,665,163 100.00
(b) Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up
share capital of our Company as of 10 days prior to the date of this Draft Red Herring Prospectus:
Number of Equity Shares of Percentage of pre-Offer
S. No. Name of Shareholder
face value of ₹10 each share capital (%)
1. Dixit Jitendra Bokadia 10,017,018 21.02
2. Jitendra H Bokadia HUF 4,677,967 9.81
3. Rekhadevi J Bokadia 4,238,276 8.89
4. Usha Bokadia 4,143,107 8.69
5. Jitendra Hastimalji
Bokadia 4,132,074 8.67
6. Sarikadevi Bokadia 3,879,613 8.14
7. Jayant Babulal Bokadia 3,602,588 7.56
8. Ratan Babulal Bokadia 3,068,967 6.44
9. Babulal Hastimal Bokadia 2,528,934 5.31
10. Padmavati B Bokadia 2,340,460 4.91
11. Ratan B Bokadia HUF 2,096,457 4.40
12. Jayant B Bokadia HUF 1,706,375 3.58
13. B H Bokadia HUF 733,337 1.54
14. Varun Jitendra Bokadia 499,900 1.05
114Number of Equity Shares of Percentage of pre-Offer
S. No. Name of Shareholder
face value of ₹10 each share capital (%)
Total 4,76,65,163 100.00
(c) Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up
share capital of our Company as of one year prior to the date of this Draft Red Herring Prospectus:
Number of Equity Shares of Percentage of pre-Offer
S. No. Name of Shareholder
face value of ₹10 each share capital (%)
1. Ratan Babulal Bokadia 1,92,333 4.44
2. Jayant Babulal Bokadia 3,27,508 7.56
3. Dixit Jitendra Bokadia 4,57,777
10.56
4. Ratan B Bokadia HUF 1,90,587 4.40
5. Jayant B Bokadia HUF 155,125
3.58
6. Babulal Hastimal Bokadia 2,29,904 5.31
7. Jitendra Hastimalji
Bokadia 3,75,644 8.67
8. Usha Bokadia 4,63,311 10.69
9. Sarikadevi Bokadia 3,52,693 8.14
10. Padmavati B Bokadia 2,12,770 4.91
11. Rekhadevi J Bokadia 7,75,287 17.89
12. Jitendra H Bokadia HUF 533,597 12.31
13. B H Bokadia HUF 66,667 1.54
Total 43,33,203 100.00
(d) Set forth below are details of the Shareholders holding 1% or more of the issued, subscribed and paid-
up capital two years prior to the date of this Draft Red Herring Prospectus:
Number of Equity Shares of Percentage of pre-Offer
S. No. Name of Shareholder
face value of ₹10 each share capital (%)
1. Rekhadevi J Bokadia 775,287 17.89
2. Usha Bokadia 463,311 10.69
3. Dixit Jitendra Bokadia 457,777 10.56
4. Jitendra Hastimalji 375,644 8.67
Bokadia
5. Sarikadevi Bokadia 352,693 8.14
6. Jayant Babulal Bokadia 327,508 7.56
7. Jitendra H Bokadia HUF 321,364 7.42
8. Babulal Hastimal Bokadia 229,904 5.31
9. Ratan Babulal Bokadia 192,333 4.44
10. Ratan B Bokadia HUF 190,587 4.40
11. Ugam Doshi 165,233 3.81
12. Ravi Doshi 138,028 3.19
13. Jayant B Bokadia HUF 99,382 2.29
14. Padmavati B Bokadia 74,742 1.72
15. B H Bokadia HUF 66,667 1.54
16. Ravi Parasmal Doshi HUF 47,000 1.08
17. Parasmal M Doshi 45,203 1.04
Total 4,322,663 99.75
17. As on the date of this Red Herring Prospectus, all the Equity Shares held by our Promoters and our Promoter
Group are held in dematerialised form.
18. Except as disclosed under “Notes to Capital Structure –Share capital history of our Company” and “-History
of the share capital held by our Promoters” on page 93 and 104, respectively, none of our Promoters,
115members of our Promoter Group, our Directors and their respective relatives have purchased, acquired or
sold any securities of our Company during the period of six months immediately preceding the date of filing
of this Draft Red Herring Prospectus.
19. There have been no financing arrangements whereby members of our Promoter Group, our Directors or any
of their relatives have financed the purchase by any other person of securities of our Company during the six
months immediately preceding the date of filing of this Draft Red Herring Prospectus.
20. Our Company, our Directors and the BRLM have not made any or entered into any buy-back arrangements
for purchase of the Equity Shares of our Company being offered through the Offer.
21. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft
Red Herring Prospectus. The Equity Shares to be issued or transferred pursuant to the Offer shall be fully
paid-up at the time of Allotment.
22. The BRLM and their respective associates (as defined under the SEBI Merchant Bankers Regulations) do not
hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus. The Book
Running Lead Manager and its associates may engage in the transactions with and perform services for our
Company in the ordinary course of business or may in the future engage in investment banking transactions
with our Company for which they may in the future receive customary compensation. The BRLM is not an
associate of our Company.
23. There are no outstanding warrants, options or rights to convert debentures, loans or other convertible
instruments into, or which would entitle any person any option to receive Equity Shares of our Company, as
on the date of this Draft Red Herring Prospectus.
24. No person connected with the Offer, including, but not limited to, our Company, the Selling Shareholders,
members of our Promoter Group, the members of the Syndicate, or our Directors, shall offer any incentive,
whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for
making a Bid, except for fees or commission for services rendered in relation to the Offer.
25. Except for the allotment of Equity Shares pursuant to allotment of Equity Shares through Fresh Issue, there
will be no further issue of specified securities whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from the date of filing of this 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. There is no proposal or intention, negotiations and consideration by our Company to alter its capital structure
by way of split or consolidation of the denominations of the Equity Shares or issue of Equity Shares or
convertible securities on a preferential basis or issue of bonus or rights or further public offer of such
securities, within a period of six months from the Bid/Offer Opening Date. However, if our Company enters
into acquisitions, joint ventures or other arrangements, our Company may, subject to necessary approvals,
consider raising additional capital to fund such activity or use Equity Shares as consideration for acquisitions
or participation in such joint ventures or other arrangements.
27. The BRLM, and any person related to the BRLM or the 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, or an FPI (other than individuals, corporate bodies and family
offices) sponsored by entities which are associates of the BRLM or pension funds sponsored by entities which
are associates of the BRLM.
28. As on the date of this Draft Red Herring Prospectus, our Company does not have an employee stock options
scheme.
29. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise
permitted by law.
30. Our Company shall ensure that all transactions in Equity Shares by our Promoters and the members of our
Promoter Group between the date of filing of this Draft Red Herring Prospectus and the date of closing of the
Offer shall be reported to the Stock Exchanges within 24 hours of such transactions.
11631. Our Promoters and members of the Promoter Group shall not participate in the Offer, except by way of
participation as Selling Shareholders, as applicable, in the Offer for Sale.
117OBJECTS OF THE OFFER
The Offer comprises a Fresh Issue of up to [●] Equity Shares of face value of ₹10 each, aggregating up to
₹2,500.00 million by our Company and an Offer for Sale of up to 4,600,008 Equity Shares of face value of ₹10
each aggregating to up to ₹[●] million by the Selling Shareholders, subject to finalization of Basis of Allotment.
For details, see “Summary of the Offer Document” and “The Offer” on pages 25 and 74, respectively.
Offer for Sale
The Selling Shareholders will be entitled to their portion of the proceeds of the Offer for Sale in proportion of the
Equity Shares offered by them after deducting his 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. For further details of the Offer for Sale, see “Other Regulatory and
Statutory Disclosures” on page 495.
Objects of the Fresh Issue
Our Company proposes to utilize the Net Proceeds towards funding of the following objects (collectively, referred
to as “Objects”):
a. funding long-term working capital requirements of our Company; and
b. general corporate purposes.
In addition, we intend to achieve the benefit of listing of the Equity Shares on the Stock Exchanges, enhancement
of our Company’s brand name amongst our existing and potential customers and creation of a public market for
our Equity Shares in India.
The main objects clause and objects incidental and ancillary to the main objects clause as set out in the
Memorandum of Association enables our Company to (i) to undertake our existing business activities; and (ii) to
undertake the proposed activities for which funds are being raised by us pursuant to the Fresh Issue.
Net Proceeds
After deducting the Offer related expenses from the Gross Proceeds of the Fresh Issue, we estimate the Net
Proceeds to be ₹[●] million. The details of the Net Proceeds of the Offer are summarized in the table below:
Sr. Estimated amount
Particulars
No. (₹ in million)(1)
1. Gross Proceeds from the Fresh Issue 2,500.00
2. Less: Offer related expenses in relation to the Fresh Issue to be borne by our [●]
Company (2)
3. Net Proceeds (1) [●]
(1) To be determined after finalisation of the Offer Price and updated in the Prospectus prior to filing with the
RoC.
(2) See “– Offer related expenses” on page 126.
Requirement of funds and utilization of Net Proceeds
The Net Proceeds are proposed to be utilized by our Company as follows:
Sr. Estimated amount
Particulars
No. (₹ in million)
1. Funding long-term working capital requirements of our Company 1,771.33
2. General corporate purposes(1) and (2) [●]
Total(1) [●]
(1) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the
RoC.
(2) The amount utilized for general corporate purposes shall not 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 follows:
118(in ₹ million)
Estimated Estimated deployment of the Net
Sr. amount to be Proceeds in Fiscals
Particulars
No. funded from the
2026 2027
Net Proceeds
1. Funding long-term working capital 1,771.33 946.66 824.67
requirements of our Company
2. General corporate purposes(1) and (2) [●] [●] [●]
Total [●] [●] [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to the filing of the
Prospectus with the RoC.
(2) The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are
based on our Company’s current business plan, management estimates, prevailing market conditions and other
commercial and technical factors. However, such fund requirements and deployment of funds have not been
appraised by any bank, or financial institution. See ‘Risk Factor - Objects of the Issue for which the funds are
being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of
our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance
requirements, including prior Shareholders’ approval’ on page 63. Our Company may have to revise its funding
requirements and deployment on account of a variety of factors such as financial and market conditions, macro-
economic factors, change in government policy, changes in business and strategy, competition, and other external
factors such as changes in the business environment, which may not be within the control of our Company’s
management. This may entail rescheduling or revising the planned expenditure and funding requirements,
including the expenditure for a particular purpose at the discretion of our Company’s management, subject to
compliance with applicable laws.
If the estimated utilisation of the Net Proceeds in a scheduled fiscal year is not completely met, such unutilised
amounts shall be utilised (in part or full) in the next fiscal year, as may be determined by our Company, in
accordance with applicable laws. We may, however, utilize the proceeds prior to the specific periods mentioned
in the schedule of deployment, in accordance with the requirements of our Company. Subject to applicable laws,
in the event of any increase in the actual utilization of funds earmarked for the purposes set forth above, such
additional funds for a particular activity will be met by way of funding means available to us, including from
internal accruals and any additional equity and/or debt arrangements. Further, if the actual utilisation towards any
of the Objects is lower than the proposed deployment such balance will be used towards general corporate
purposes, provided that the total amount to be utilised towards general corporate purposes will not exceed 25% of
the Gross Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations.
Means of finance
Our Company proposes to fund the requirements of the entire Objects of the Issue from the Net Proceeds.
Accordingly, there is no requirement to make firm arrangements of finance through verifiable means towards at
least 75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue and existing
identifiable internal accruals, as required under Regulation 7(1)(e) of the SEBI ICDR Regulations.
Details of objects of the Fresh Issue
Our Board at its meeting held on July 18, 2025 approved the proposed Objects and the respective amounts
proposed to be utilized from the Net Proceeds for each Object.
1. Funding long-term working capital requirements of our Company
Our Company operates in a project-based environment, predominantly catering to the energy, oil & gas,
petrochemical, and infrastructure sectors through the provision of integrated engineering, procurement,
construction (EPC), and process equipment manufacturing solutions.
In such a business model, the order book serves as a critical metric of operational strength, financial visibility,
and long-term sustainability. Our Company’s outstanding order book as on March 31, 2025, stood at
approximately ₹ 8,357.70 million. This order book includes contracts for EPC services, process equipment
manufacturing, and turnkey project execution, and is expected to be executed over the next 12 to 36 months. Our
order book has constantly increased and so has our revenue increased over a period of time. Our order book has
increased from ₹2,487.94 million in Fiscal 2023 to ₹8,357.70 million in Fiscal 2025 representing a CAGR of
11983.38% for the same period. Resultantly, our revenues from operations have also grown from ₹1,600.12 million
in Fiscal 2023 to ₹4,108.74 million in Fiscal 2025, representing a CAGR of 60.24% for the same period.
Our Company’s working capital requirement depends on multiple factors including the project complexity, current
order book value, expected order wins, contractual terms and the resultant requirement of margin money for bank
guarantees while executing these orders. Key factors for high working capital are:
Long gestation project cycle
Oil and Gas EPC projects, such as refineries, pipelines, LNG terminals, and petrochemical complexes are
inherently long-cycle in nature, often spanning 12 months to 36 months or more from initial engineering through
procurement and site execution. Our clients are generally oil and gas public sector enterprises such as ONGC,
Indian Oil Corporation Limited, Hindustan Petroleum Corporation Limited or large corporates and contracts
entered by us are usually standard and have contractual terms not favourable to us. For further details, please see,
Risk Factor - The contracts entered into by us are usually standard in nature and may contain terms that favour
our clients, which may enable them to terminate our contracts prematurely under various circumstances
beyond our control and as such, we have limited ability to negotiate terms of such contracts and may have to
accept unusual or onerous provisions. on page 47. Further, the payments are linked to complex milestones
(engineering completion, delivery, erection, testing, commissioning). While the credit risk is low in the contracts
awarded by such oil and gas companies, the payment cycles are long, often involving multiple approvals and
procedural delays. Additionally we have to give substantial advances to our suppliers and balance by way of Letter
of credits for procurement of equipment (e.g., packages, compressors, heat exchangers), mobilize site teams, rent
heavy equipment, set up site infrastructure before receiving substantial milestone payment from our customers.
This creates negative cash flow cycles, especially in the early and intermediate stages of execution, where
expenses significantly precede revenue recognition. Any delay in the achievement of the prescribed milestone or
receipt of the requisite approval may lead to cash flow disruptions. Further, we extend credit up to 30-45 days and
the payment is cleared post receipt of third party audit which generally takes additional 30-45 days, thus overall
trade receivables are generally in the range of 60- 90 days. Additionally, 5–10% of the value of the contract is
against the final billing milestone of AS-Built Documentations and Drawings. which generally takes substantially
longer period after the project is completed or handed over. As per our contracts, we generally have defect liability
period (“DLP”) of 18–24 months after handover of the projects.
Bank Guarantee and Letter of Credit Requirements:
Pre-Contract / Bid Stage
Given the nature of our business, tender participation forms the foundational input for order inflow. Our Company
actively participates in tenders and currently tenders with an aggregate bid value of approximately ₹14,090.00
million is under evaluation stage. To participate in such tenders, we are required to furnish Earnest Money Deposit
(“EMD”) in the form of bank guarantees equivalent to 2% of the bid value, lien-marked for a period of 8 to 10
months. The need to simultaneously participate in multiple tenders and manage existing project obligations
significantly elevates the pressure on our available non-fund-based limits.
Contract Award / Mobilization Stage
• Contractual Performance Bank Guarantees (CPBGs)
As per the terms of the contract, we have to provide contractual performance bank guarantees to the client, which
is typically, 5–10% of the total contract value. Contractual performance bank guarantees are typically valid for
three to five years that is for entire project duration along with DLP.
• Advance Payment Guarantees (APGs)
Some clients provide advance of around 5–10% of the value of the contracts for mobilization of equipments and
package solutions. And in return, we have to provide a similar bank guarantee to safeguard against any default or
misuse of such equipments and package solutions. This advance payment guarantee is valid for the period of the
contracts.
• Letter of Credit
In the execution of capital-intensive EPC projects, particularly within the oil and gas sector, the use of Letters of
Credit (“LCs”) is a critical financial instrument to facilitate timely procurement and manage supply chain risks.
High-value and long-lead equipment such as compressors, cold box for LPG, Control Systems, special RTP pipes,
electrical components, Valves, e-Houses, Cables Pumps pressure vessels, pipelines, and instrumentation systems
are often sourced from international or specialized domestic vendors, who typically require LCs as a condition for
dispatch to mitigate credit risk.
120Our 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 10% of such bank
guarantee amount that is retained in fixed deposit with the issuing bank. Such fixed deposits are lien marked to
the bank until the validity of such bank guarantees. In addition, we are also required to provide collateral security
which generally ranges from 10% to approximately 40% 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. Currently, our current working capital facilities are backed by a collateral provided by our Company
and our Group Company in the form of hypothecation of certain properties and backed by a corporate guarantees
equivalent to ₹650.00 million. This further backed by the personal guarantees of our Promoters and members of
the Promoter Group. For details, see ‘Financial Indebtedness’ on page 481.
We fund our working capital requirements in the ordinary course of business from internal accruals and financing
from various banks and financial institutions. As on June 30, 2025, our Company had sanctioned facilities
aggregating ₹ 1,465.00 million comprising ₹ 270.00 million of fund-based limits and ₹ 1,195.00 million of non-
fund based limits. For details, see ‘Financial Indebtedness’ on page 481.
Further, with regards to our order book value as on March 31, 2025 of ₹8,357.70 million, we have been (i) utilizing
majority of our fund based limits from time to time, and (ii) fully utilised our non-fund based limits. The India Oil
& Gas Early Production Facilities (EPF)/Quick Production Facilities market has experienced steady growth from
USD 0.39 billion in CY 2021 to USD 0.50 billion in CY 2024, reflecting a CAGR of 8.8%. Looking forward, the
market is projected to accelerate, reaching USD 0.96 billion by CY 2031, with a higher CAGR of 10.1% from CY
2025 to CY 2031. Moreover, The Green Hydrogen Market in India is projected to experience significant growth
from CY 2021 to CY 2031. The market size was USD 1.75 billion in CY 2021 and grew at a Compound Annual
Growth Rate (CAGR) of 18.4% between 2021 and 2024, reaching an estimated USD 2.90 billion in CY 2024.
The market is expected to accelerate further, with a CAGR of 20.3% from 2025 to 2031, reaching approximately
USD 10.49 billion by CY 2031. The rapid expansion highlights increasing investments in renewable energy,
government policies promoting green hydrogen production, and growing industrial demand for clean energy
solutions. The shift towards decarbonization, energy security, and advancements in electrolyser technology is
expected to drive market growth, making India a key player in the global green hydrogen industry. The Waste-to-
Energy (WtE) market in India is projected to grow steadily from CY 2021 to CY 2031, driven by increasing waste
management initiatives, rising energy demands, and government policies promoting renewable energy generation
from waste. The market size stood at USD 1.12 billion in CY 2021 and grew at a CAGR of 2.3% between 2021
and 2024, reaching USD 1.20 billion in CY 2024. The growth rate is expected to accelerate post-2024, with a
projected CAGR of 4.5% from 2025 to 2031, reaching approximately USD 1.61 billion by CY 2031.(Source:
D&B Report) Therefore, in order to increase our revenues by undertaking more projects, to tap into growing
market opportunities in India and to maintain our position in the industry, 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 60.24%, in the same period our working capital requirement has grown at a CAGR of 165.23%. In the Fiscals
2025, 2024 and 2023, our revenue from operations was ₹4,108.74 million, ₹2,560.37 million and ₹1,600.12
million, respectively and in the same periods our working capital requirements were ₹1,235.41 million, ₹559.04
million and ₹175.62 million, respectively.
Accordingly in view of the above, we propose to utilise ₹ 1,771.33 million from the Net Proceeds to fund the
long-term working capital requirements of our Company in Fiscal 2026 and Fiscal 2027.
Basis of estimation of working capital requirement
a. Existing Working Capital
The details of our Company’s working capital as at March 31, 2023, March 31, 2024 and March 31, 2025 derived
from the restated financials of our Company, and source of funding of the same are provided in the table below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Current assets
(i) Inventories 910.83 354.29 323.09
(ii) Trade Receivables 1,337.69 505.41 295.13
(iii) Advance to Suppliers 318.52 794.00 52.30
(iv) Other Current Assets 318.92 220.74 164.05
121Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(v) Bank Balances including Cash and Cash 45.17 84.33 72.73
Equivalents
Total Current Assets (A) 2,931.14 1,958.78 907.29
Non-Current Financial Asset (Fixed Deposit lien 82.81 18.34 5.92
marked for fund based and non – fund based
limits) (B)
Current Liabilities
(i) Trade Payables 432.64 437.62 299.85
(ii) Provisions 1,185.04 106.19 145.17
(iii) Other Current Liabilities 160.86 874.27 292.57
Total Current Liabilities ( C ) 1778.54 1418.08 737.59
Working Capital Requirements (A + B -C) 1,235.41 559.04 175.62
Funding Pattern
Borrowings 188.8 157.33 103.28
Internal Accruals 1,046.61 401.71 72.34
Note: As certified by Joint Statutory Auditors by way of its certificate dated July 18, 2025.
Utilisation of fund and non-fund-based credit limits for working capital requirement
(in ₹ million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Fund Based
Kotak Bank Limited # 200.00 200.00 200.00
HDFC Bank Limited 70.00 70.00 70.00
Fund Based credit limits 270.00 270.00 270.00
Utilisation 185.62 105.00 53.48
Utilisation % 68.75% 38.89% 19.81%
Non Fund Based
Kotak Bank Limited# 515.00 515.00 515.00
HDFC Bank Limited 680.00 680.00 680.00
Non Fund Based credit Limits 1,195.00 1195.00 1,195.00
Utilisation 1212.97 1029.89 885.24
Utilisation % 101.50% 86.18% 74.08%
# In fiscal 2025, we have used ₹ 165.00 million fund-based limits interchangeability to non fund based BGs / LCs (based on
transferable limits within the overall sanctioned limits by Kotak Bank Limited)
b. Estimated Working Capital Requirement
We propose to utilize ₹1,771.33 million of the Net Proceeds in Fiscal 2026 and Fiscal 2027 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.
Considering the existing working capital requirements and as expected for the future, our Board of Directors,
pursuant to their resolution dated July 18, 2025 has approved the estimated working capital requirements for Fiscal
2026 and Fiscal 2027 and the proposed funding of such working capital requirements which are detailed below:
Particulars Fiscal 2026 Fiscal 2027
Current assets
(i) Inventories 932.50 1,234.50
(ii) Trade Receivables 1,376.38 1,833.34
(iii) Advance to Suppliers 416.13 552.78
(iv) Other Current Assets 550.00 733.33
(v) Bank Balances including Cash and Cash 400.00 600.00
Equivalents - Fixed Deposit Lien Marked
Total Current Assets (A) 3,675.01 4,953.95
122Particulars Fiscal 2026 Fiscal 2027
Non-Current Financial Asset (Fixed Deposit lien 300.00 400.00
marked for fund based and non – fund-based
limits) (B)
Current Liabilities
(i) Trade Payables 406.35 585.62
(ii) Provisions 750.00 1,000.00
(iii) Other Current Liabilities 375.00 500.00
Total Current Liabilities ( C ) 1531.35 2,085.62
Working Capital Requirements (A + B -C) 2,443.66 3,268.33
Funding Pattern
Borrowings and Internal 1,497.00 1,497.00
Net proceeds of the Fresh Issue 946.66 1,771.33*
*This is a cumulative usage of the Net Proceeds of the Fresh Issue.
Note: As certified by Joint Statutory Auditors by way of its certificate dated July 18, 2025.
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 Fiscal 2025, Fiscal 2024 and Fiscal 2023, on the basis of Restated Financial Statements, as well as
estimated for Fiscal 2026 and Fiscal 2027
Fiscal 2027 Fiscal 2026 Fiscal Fiscal Fiscal
Particulars
Estimated Estimated 2025 2024 2023
Current assets
(i) Inventories(1) 103 105 152 95 122
(ii) Trade Receivables(2) 84 84 119 72 67
(iii) Advance to Suppliers(3) 46 47 53 213 20
(iv) Other Current Assets(4) 33 33 28 31 37
(V) Bank Balances and other Cash 27 24 4 12 17
and Cash Equivalents(5)
Non-Current Financial Asset (Fixed 18 18 7 3 1
Deposit lien marked for fund based
and non – fund based limits) (6)
Current Liabilities
(i) Trade Payables(7) 49 46 72 118 113
(ii) Provisions(8) 46 46 105 15 33
(iii) Other Current Liabilities(9) 23 23 14 125 67
Note: As certified by Joint Statutory Auditors by way of its certificate dated July 18, 2025.
1.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
2.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
3.Advances to Suppliers days are calculated as Advance to suppliers at the end of the year divided by cost of
goods sold 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.Bank balance and other cash and cash equivalents days are calculated as Bank balance and cash and cash
equivalent at the end of the year divided by Revenue from the operations for the year multiplying by no. of days
in a year
1236. Non-current financial assets days are calculated as non-current assets at the end of the year divided by Revenue
from operation for the year multiplying by no. of days in a year
7.Trade Payables days calculated as Trade payable at the end of the year divided by Cost of goods sold for the
year multiplying by no. of days in a year
8. Provisions days calculated as Provisions at the end of the year divided by Revenue from operations for the year
multiplying by no. of days in a year
9. Other current liabilities days calculated as 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 Assets
Inventories The holding levels for inventories for Fiscal 2023, 2024 and 2025 were 122 days, 95 days
and 152 days of the cost of goods sold, respectively. Inventories include material
inventories of various products and components required in the EPC projects and
manufacturing of process equipment and package solution. Typically, our project
gestation period is varying from 12-36 months. Since most of our raw materials are high
valued, customised, long lead, in some case are imported, we generally pre order such
inventories and have an inventory of 90-120 days so that there is no delay in erection
/commissioning of the equipment’s / instruments etc. In Fiscal 2025, the inventory days
were around 152 days as for a particular contract which was under execution, the high
valued inventory was received in the last quarter.
During the Fiscal 2026 and 2027, inventories are expected to be in the range of 103 days-
105 days, as we feel that similar inventory for ongoing projects will be required.
Trade The receivables for Fiscals 2023, 2024 and 2025 were 67 days, 72 days and 119 days of
Receivables the revenue from operations, respectively.
Generally, we extend credit up to 30-45 days, however the payment is cleared post receipt
of third party audit which generally takes additional 30-45 days, thus overall trade
receivables are generally in the range of 60- 90 days.
Going forward, in Fiscals 2026 and 2027 we expect the same to be around 84 days.
Advance to The holding levels for advance to suppliers for Fiscals 2023, 2024 and 2025 were 20 days,
Supplier 213 days and 53 days of the cost of goods sold, respectively
Most of the equipment procured from our supplier for our EPC contracts requires us to
give an advance to our supplier to the tune of 10-15% of the value of the equipment
purchased as the equipment procured are largely customised and delivery of the same is
generally to be 6 - 8 months after the ordering. In Fiscal 2024, we had couple of
procurement which required us to have higher advance requirement of 50% of the total
equipment purchased and thus the advance to supplier is relatively higher.
We expect the advance to supplier to be around 46 days in Fiscal 2026 and 2027.
Other Current Other current assets include prepaid expenses, Advance income tax, TDS and TCS
Assets receivable, GST receivable, export incentive receivable etc. The holding period for Fiscal
2023, 2024 and 2025 were 37 days, 31 days and 28 days. We expect the same to be around
33 days of revenue from operations
Bank Balances Our working capital requirement arisen from the need of keeping bank balances in the
including Cash form of fixed deposits towards collateral security for fund based and non-fund based
and Cash limits, issuance of bank guarantee, either within sanctioned limits or beyond sanctioned
Equivalents limits.
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 10% of such bank guarantee amount that is retained in fixed
deposit with the issuing bank. Such fixed deposits are lien marked to the bank until the
validity of such bank guarantees. In addition, we are also required to provide collateral
security which generally ranges from 10% to approximately 40% 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.
Additionally, the Company has also been using a portion of fund-based limits towards
bank guarantee under inter-changeability. Further, whenever, our Company is required to
issue a bank guarantee over and above the sanctioned non-fund based limits, 100% margin
124money 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.
Currently, our current working capital facilities are backed by a collateral provided by our
Company and our Group Company in the form of hypothecation and mortgage of certain
properties and backed by a corporate guarantees equivalent to ₹650.00 million. This
further backed by the personal guarantees of our Promoters and members of the Promoter
Group. For details, see ‘Financial Indebtedness’ on page 481.
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, we expect such deposits to stand at ₹400 million and
₹600 in Fiscal 2026 and 2027 respectively. Resultantly, this in terms of number of days
of revenue from operations, are expected to be 24 days and 27 days of revenue from
operations for Fiscal 2026 and Fiscal 2027 respectively.
Non-Current The Company used to create certain fixed deposits for longer term of maturity beyond 12
Financial Asset months. Accordingly, the Company had non-current fixed deposits with maturity beyond
(Fixed Deposit 12 months amounting to ₹5.92 million, ₹18.34 million and ₹82.81 million as at the end
lien marked for of Fiscals 2023, 2024 and 2025 respectively. Historically, we were not required to
fund based and maintain high fixed deposits as the existing requirements were being fulfilled by the
non – fund based collaterals given by the our Company and our Group Company.
limits) Based on the current order book and expected order to wins by the Company, the
requirement of fixed deposit as margin non-fund-based limits like performance bank
guarantees and Letter of Credits is estimated to increase, we expect that all such new
deposits shall be created for a period of more than one year. We expect such deposits to
increase to ₹ 300.00 million and ₹ 400.00 million in Fiscal 2026 and Fiscal 2027
respectively. Resultantly, this in terms of number of days of revenue from operations, are
expected to be 18 days of revenue from operations for Fiscal 2026 and Fiscal 2027
respectively.
Trade Payables Due to our long-standing relationship with our suppliers, we have been enjoying good
credit terms in the Fiscal 2023 and Fiscal 2024 but the suppliers themselves have limited
financial bandwidth to support our business growth estimated in near future. The same is
also evident from the fact that while our revenue has grown from ₹ 1,600.12 in Fiscal
2023 to ₹ 4,108.74 in Fiscal 2025, our trade payables have remained in the range of ₹
299.00 million to ₹ 432.64 million during the period. In terms of Trade Payables to Cost
of Goods Sold, our Trade Payable days have decreased from 113 days in Fiscal 2023 to
72 days in Fiscal 2025.
Going forward in Fiscal 2026 and Fiscal 2027, we expect our Trade Payables to be in
range of 46 – 49 days as our business would be expanding, we would be required to
onboard new suppliers for our existing projects and as we would be expanding in other
segments. Our new suppliers might not be comfortable in giving us long credit lines hence
we would be required to make either advance payments towards procurement of raw
material or the payment tenure post receipt of the raw material might decrease from the
existing holding days, hence we expect the days to decrease from 72 days in Fiscal 2025
to 46 days to 49 days in Fiscal 2026 and Fiscal 2027 respectively
Provisions Provisions primarily include provision for income tax (net of TDS and advance tax paid),
provision for employee benefits and provision for expenses.
Provisions were at 33, 15 and 105 days of revenue from operations for Fiscals 2023, 2024
and 2025, respectively.
In Fiscal 2025, there was higher provision for expenses of ₹942.54 million as additional
provision has been made for procurement related expenses pertaining to an order against
which revenue has been recognised based on achievement of contractual milestone, in
line with the terms agreed with the customer. Although the corresponding material
remains in inventory as of year-end of Fiscal 2025 for execution, the related costs are
considered accrued to ensure matching of revenue and associated expenses, in compliance
with the applicable Accounting Standards.
Going forward, we expect the same to be at 46 days of revenue from operations for Fiscal
2026 and Fiscal 2027.
125Other Current Other Current Liabilities largely include Advance from our Customer, Retention Money
Liabilities on equipment and packages procured from vendors, Statutory dues Payables and Salary
& wages payable for the month end.
Our current liabilities were 67, 125 and 14 days of revenue from operations for Fiscals
2023, 2024 and 2025, respectively. We expect the same to be at 23 days of revenue from
operations for Fiscal 2026 and Fiscal 2027.
Further, our actual working capital requirements may eventually vary from the aforementioned estimated working
capital requirements. The aforementioned estimates for our working capital requirements for Fiscal 2026 and
2027, are based on the actual working capital requirements for Fiscal 2025, Fiscal 2024 and Fiscal 2023 and are
also provided after taking into consideration various factors, including, market opportunities in India and overseas,
our expected order wins, our sanctioned fund-based limits of working capital facilities and non-fund based limits
(guarantees, letter of credit) for working capital, uncertainty in relation to the enhancement of our existing fund
based and non-fund based credit limits and/ or in terms which are favourable to us and uncertainty pertaining to
the exact timing of the launch of Offer (on account of market conditions).
2. General corporate purpose
The Net Proceeds will first be utilized towards the Objects, as set out above. Subject to this, our Company intends
to deploy any balance Net Proceeds amounting to ₹[●] million towards general corporate purposes as approved
by our management, from time to time, subject to such utilization for general corporate purposes not exceeding
25% of the gross proceeds, in accordance with the SEBI ICDR Regulations. Our Board will have flexibility in
utilizing the balance Net Proceeds towards general corporate purposes, including but not limited to maintenance
of plant and machineries, strategic initiatives, partnership and joint ventures, brand building exercises and
business, meeting any expense of our Company, including administration, insurance, marketing, repairs and
maintenance, payment of taxes and duties, and expenses incurred in the ordinary course of business and towards
any exigencies, and any other purpose, other than the Objects as specified above, as may be finalized by our
management in accordance with applicable laws. 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
management, subject to compliance with applicable laws.
The allocation or quantum of utilization of funds towards the specific purposes described above will be determined
by our Board, based on our business requirements and other relevant considerations, from time to time. Our
management, in accordance with applicable laws, shall have the flexibility in utilizing surplus amounts, if any. 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 next Fiscal. In case of variations in the actual
utilization of funds designated for the purposes set forth above, increased fund requirements for a particular
purpose may be financed by surplus funds or through our internal accruals, if any, which are not applied to the
other purposes set out above.
Offer related expenses
The total expenses of the Offer are estimated to be approximately ₹[●] million.
The expenses of this Offer include, among others, listing fees, underwriting commission, selling commission and
brokerage, fees payable to the BRLM, fees payable to legal counsels, fees payable to the Registrar to the Offer,
Bankers to the Offer, processing fee to the SCSBs for processing application forms, brokerage and selling
commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery
expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the
Equity Shares on the Stock Exchanges. Except for: (a) listing fees which will be borne by our Company; (b)
expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of our
Company that will be borne by the Company, all Offer expenses will be shared, upon successful completion of
the Offer, between our Company and the Promoter Selling Shareholder in proportion to the Equity Shares issued
and allotted by our Company in the Fresh Issue and the Equity Shares sold by the Promoter Selling Shareholder
in the Offer for Sale, respectively, and in accordance with applicable law. Any Offer expenses paid by our
Company on behalf of the Promoter Selling Shareholders in the first instance will be reimbursed to our Company,
by the Promoter Selling Shareholders to the extent of its Offer related expenses. Further, the expenses related to
the portion of the Offer for Sale shall be deducted from the proceeds of the Offer for Sale and only the balance
amount shall be paid to the Promoter Selling Shareholders in the proportion to the Offered Shares sold by the
Promoter Selling Shareholders. In the event that the Offer is postponed or withdrawn or abandoned for any reason
or in the event the Offer is not successfully completed, all expenses in relation to the Offer including the fees of
the Book Running Lead Managers, and their respective reimbursement for expenses which may have accrued up
to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement
126letters, shall be borne and paid by the Company unless under Applicable Law such costs and expenses are required
to be shared between: (a) our Company; and (b) the Promoter Selling Shareholders, to the extent of and in
proportion to the number of Equity Shares proposed to be issued and Allotted by the Company pursuant to the
Fresh Issue and offered for sale by the Promoter Selling Shareholders in the Offer for Sale, respectively
The break-up for the estimated Offer expenses are as follows:
Estimated As a % of total
As a % of Offer
Activity expenses(1) (₹ in estimated Offer
size(1)
million) related expenses(1)
Fees payable to the BRLM and [●] [●] [●]
commissions (including underwriting
commission, brokerage and selling
commission)
Commission/ processing fee for SCSBs and [●] [●] [●]
Bankers to the Issue and fees payable to the
Sponsor Bank(s) 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 [●] [●] [●]
Others:
Listing fees, SEBI filing fees, book [●] [●] [●]
building software fees, NSDL and CDSL
fee and other regulatory expenses
Printing and stationery expenses [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Fees payable to the Statutory Auditor, [●] [●] [●]
industry service provider and RoC
consultant
Fees payable to the legal counsels to the [●] [●] [●]
Offer
Total estimated Offer expenses [●] [●] [●]
(1) The Offer expenses will be incorporated in the Prospectus on finalization of the Offer Price.
(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 [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees [●]% 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 processing fees shall be payable to the SCSBs on the
applications directly procured by them.
(3) No processing fees shall be payable by the Selling Shareholders to the SCSBs on the applications directly
procured by them.
Processing / uploading fees payable to the SCSBs on the portion for RIIs and Non-Institutional Investors which
are procured by the members of the Syndicate / sub-Syndicate / Registered Broker / RTAs / CDPs and submitted
to SCSB for blocking, would be as follows:
Portion for RIIs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
(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
1273-in-1 type accounts- linked online trading, demat & bank account provided by some of the brokers which
are members of Syndicate (including their Sub-Syndicate Members) would be as follows:
Portion for RIIs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees [●]% 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 on the basis of the
application form number / series, provided that the application is also bid by the respective Syndicate / Sub-
Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number / series of
a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and
not the Syndicate / Sub-Syndicate Member.
Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and
CDPs on the applications made by RIIs using 3-in-1 accounts and Non-Institutional Investors which are procured
by them and submitted to SCSB for blocking or using 3-in-1 accounts, would be as follows: ₹ [●] plus applicable
taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be
determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.
(5) 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* ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Investors* ₹ [●] per valid application (plus applicable taxes)
Portion for Eligible Employees [●]% of the Amount Allotted* (plus applicable taxes)
*Based on valid applications
(6) Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would
be as under:
Payable to members of the Syndicate (including their ₹ [●] per valid application (plus applicable taxes)
sub-Syndicate Members)/ RTAs / CDPs
Payable to Sponsor Banks ₹ [●] per valid application (plus applicable taxes)
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and SEBI Master Circular no. SEBI/HO/MIRSD/POD-
1/P/CIR/2024/37 dated May 7, 2024 (to the extent applicable).
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 of Bids by UPI Bidders, receiving the confirmation on completion of unblocks from Sponsor Banks or
SCSBs and certification from RTA/ SCSBs.
Interim use of funds
Pending utilization for the purposes described above, we undertake to temporarily invest the funds from the Net
Proceeds only with scheduled commercial banks included in the second schedule of the Reserve Bank of India
Act, 1934. In accordance with Section 27 of the Companies Act 2013, our Company confirms that it shall not use
the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any
investment in the equity markets.
Any interest earned on the deposits made by our Company in a scheduled commercial bank, shall be utilized
towards a shortfall in fulfilment of the Object(s), if any, as set out above. Further, in case there is no shortfall in
utilization of the Net Proceeds towards the Objects or if there is any residual interest income after meeting such
shortfall, the residual interest income shall be utilized towards maintenance of plant and machineries, strategic
initiatives, partnership and joint ventures, meeting any expense of our Company, including administration,
insurance, marketing, repairs and maintenance, duties and other similar obligations, and expenses incurred in the
128ordinary course of business and towards any exigencies, and any other purpose, as the case may be, and as may
be deemed fit by the management of our Company.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Bridge financing facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
Monitoring of utilization of funds
In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with RoC,
our Company will appoint a Monitoring Agency to monitor the utilization of the Gross Proceeds as the proposed
Offer (excluding the Offer for Sale by the Promoter Selling Shareholder) exceeds ₹1,000 million. Our Audit
Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds (including in relation to
the utilisation of the Gross Proceeds towards general corporate purpose) and the Monitoring Agency shall submit
the report required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, until such time as
the Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the Monitoring
Agency on receipt before the Audit Committee without any delay.
Our Company will disclose and continue to disclose, the utilisation of the Gross Proceeds, including interim use
under a separate head in our balance sheet for such Fiscals as required under applicable law, clearly specifying
the purposes for which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds remains
unutilised. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation
to all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds. Further,
our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various heads, as
applicable, in the notes to our quarterly financial results. Our Company will indicate investments, if any, of
unutilised Gross Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of
listing and trading approvals from the Stock Exchanges.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on
a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our
Company shall prepare a statement of funds utilised for purposes other than those stated in the Red Herring
Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time
as the Gross Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Gross
Proceeds have been utilised in full. The statement shall be certified by the Statutory Auditor of our Company or
the independent chartered accountant in accordance with Regulation 32(5) of SEBI Listing Regulations. In
accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds
of the Gross Proceeds from the Objects as stated above; and (ii) details of category wise variations in the actual
utilisation of the Gross Proceeds from the Objects as stated above. This information will also be published in
newspapers one in English, one in Hindi and one in Gujarati, the vernacular language of the jurisdiction where
our Registered Office is situated.
Variation in Objects of the Offer
In accordance with Sections 13(8) and 27 of the Companies Act 2013 and applicable rules and Regulation 59 and
Schedule XX of the SEBI ICDR Regulations, our Company shall not vary the objects of the Fresh Issue unless
our Company is authorized to do so by way of a special resolution of its Shareholders. In addition, the notice
issued to the Shareholders in relation to the passing of such special resolution (“Notice”) shall specify the
prescribed details and be published in accordance with the Companies Act 2013 and applicable rules. The Notice
shall simultaneously be published in the newspapers, one in English, one in Hindi and one in Gujarati, the
vernacular language of the jurisdiction where our Registered Office is situated.
Our Promoters will be required to provide an exit opportunity to the Shareholders who do not agree to such
proposal to vary the objects, subject to the provisions of the Companies Act and in accordance with such terms
and conditions, including in respect of pricing of the Equity Shares, in accordance with our Articles of Association,
the Companies Act, 2013 and the SEBI ICDR Regulations. For further details, see “Risk Factors – Our funding
requirements and proposed deployment of the Net Proceeds are not appraised by any independent agency and
are based on management estimates and may be subject to change based on various factors, some of which are
beyond our control” on page 63.
129Other Confirmations
Except to the extent of any proceeds received pursuant to the sale of Offered Shares proposed to be sold in the
Offer by the Promoter Selling Shareholder, no part of the Net Proceeds will be paid to our Promoters, members
of our Promoter Group, our Directors, our Group Companies, our Key Managerial Personnel or Senior
Management, except in the ordinary course of business.
Our Company has neither entered into nor has planned to enter into any arrangement/ agreements with our
Promoters, members of our Promoter Group, Directors, Key Managerial Personnel, Senior Management or our
Group Companies in relation to the utilization of the Net Proceeds. Further, there are no material existing or
anticipated interest of such individuals and entities in the Objects of the Offer.
130BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company, in consultation with the BRLM, and in
accordance with applicable law, on the basis of assessment of market demand for the Equity Shares offered
through the Book Building Process and quantitative and qualitative factors as described below. The face value of
the Equity Shares is ₹10 each and the Offer Price is [●] times the face value at the lower end of the Price Band
and [●] times the face value at the higher end of the Price Band. Investors should also refer to the sections “Risk
Factors”, “Our Business”, “Restated Financial Information”, and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 40, 305, 372 and 447, respectively, to have an informed
view before making an investment decision.
I. Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for the Offer Price are:
· Wide range of specialized product offerings and services making us a comprehensive one-stop solution
provider for our diversified customers spread across geographies and sectors
· Established market presence in EPC projects in the upstream segment of oil and gas industry in India
· Consistent growth substantiated by our order book and pre-qualification credentials
· Ability to execute projects with quality on a turnkey basis in a timely manner
· Track Record of Consistent Performance and Prudent Financial Profile
· Qualified and experienced management and employee base with strong project execution skills
For further details, see “Our Business – Strengths” on page 307.
II. Quantitative Factors
Some of the information presented below relating to our Company is based on the Restated Financial Information.
For details, see “Restated Financial Information” on page 372.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
1. Basic and diluted earnings per Equity Share (“EPS”) of face value ₹10 each, as adjusted for change in
capital:
Particulars Basic EPS (in ₹) Diluted EPS (in ₹) Weight
Financial Year 2025 13.80 13.80 3
Financial Year 2024 6.31 6.31 2
Financial Year 2023 1.12 1.12 1
Weighted Average 9.19 9.19
Notes:
a) Weighted Average = Aggregate of year-wise weighted average earning per Equity share divided by the
aggregate of weights i.e. (earning per Equity share x weight) for each year / total of weights
b) Earnings per Equity share (basic) = Net Profit after tax, as restated attributable to owners of the company
divided by Weighted average no. of shares outstanding at the end of the year.
c) Earnings per Equity share (diluted) = Net Profit after tax, as restated attributable to owners of the
company divided by Weighted average no. of shares outstanding during the year.
d) Basic and diluted earnings per share are computed in accordance with Indian Accounting Standard 33
“Earning Per Share”, notified by the Companies (Indian Accounting Standards) Rule of 2015 (as
amended).
e) Weighted Average Number of Equity Shares is the number of Equity shares outstanding at the beginning of
the period adjusted by the number of shares issued during the period multiplied by the time weighting
factor. The time weighting factor is the number of days for which the specific Equity share are outstanding
as a proportion of total no. of days during the period. The above statement should be read with significant
accounting policies and notes on Restated Financial Statements as appearing in the Restated Financial
Statements
2. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹[●] to ₹[●] per Equity Share:
131P/E at the Floor Price P/E at the Cap Price
Particulars
(no. of times) (no. of times)*
Based on basic EPS for Fiscal 2025 [●] [●]
Based on diluted EPS for Fiscal 2025 [●] [●]
* To be updated at the price band stage.
3. Industry Peer Group P/E ratio
Based on the peer group information (excluding our Company), details of the highest, lowest and industry
average P/E ratio are set forth below:
Name of the Peer Face Value of Equity
Particulars P/E ratio
Company Shares (₹)
Highest Lloyds Engineering
89.19 1.00
Works Limited
Lowest (33.30) Deep Industries Limited 5.00
Average 30.09
Source:
(i) The industry high and low has been considered from the industry peer set provided later. The industry
average has been calculated as the arithmetic average P/E of the industry peer set disclosed in this
section.
(ii) The industry P/E Ratio has been computed based on the closing market price of equity shares on NSE on
July 14, 2025, divided by the Basic EPS for the year ended March 31, 2025.
(iii) All the financial information for listed industry peers mentioned above is sourced from the audited
financial statements of the relevant companies for Financial Year ended March 31, 2025, as available
on the websites of the Stock Exchanges.
4. Return on Net Worth (“RoNW”)
Financial Year/ Period ended RoNW (%) Weight
March 31, 2025 73.27% 3
March 31, 2024 71.81% 2
March 31, 2023 22.11% 1
Weighted Average 64.26% -
Notes
(i) Weighted average = Aggregate of year wise weighted Return on Net Worth divided by the aggregate of
weighs i.e. [(Return on Net Worth x Weight) for each year] / [ Total of Weights]
* Return on Net Worth (%) is calculated as Restated Profit after tax for the relevant year / average of
Shareholder’s Equity fund.
***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 and instruments
entirely in the nature of equity 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 in accordance with Regulation 2(1)(hh)
of the SEBI ICDR Regulations .
5. Net Asset Value (“NAV”) per Equity Shares of face value of ₹ 10 each, as adjusted for change in
capital
Net Asset Value*per Equity Share Amount (₹)
As on March 31, 2025** 25.74
After completion of the Offer**
- At the Floor Price^ [●]
- At the Cap Price^ [●]
- At the Offer Price^ [●]
Notes:
*Net Asset Value per equity share of face value of ₹10 each.
** As adjusted for bonus.
^ To be determined on conclusion of the book building process.
132Net Asset Value per Equity Share = Tangible Net worth as at the end of the financial year, as restated,
divided by the weighted average number of Equity Shares outstanding at the end of the period/year as
adjusted for bonus.
6. Comparison of Accounting Ratios with listed industry peers
Set forth below is a comparison of our accounting ratios with our listed peer company as identified in
accordance with the SEBI ICDR Regulations:
Closi
ng NA
Mark Revenu Retur V
Fac Consolid
et e from Basi Dilut n on per
e ated or
Name of the Company Price Operati c ed P/E Netwo Equi
Val standalo
as on ons (₹ EPS EPS rth ty
ue ne
July mn) (%) Shar
14, e (₹)
2025
10.0 13.8 13.80 73.27 25.7 Standalon
Oswal Energies Limited [●] 4,108.74 [●]
0 0* * % 4 e
The Anup Engineering 2,872. 10.0 59.2 48.4 20.75 305. Consolida
7,327.86 59.04
Limited 20 0 5 8 % 52 ted
468.8 (14.0 (14.0 (33.3 (4.83) 284. Consolida
Deep Industries Limited 5.00 4,269.93
0 8) 8) 0) % 31 ted
Lloyds Engineering 89.1 20.39 Consolida
79.38 1.00 8,457.41 0.89 0.89 5.56
Works Limited 9 % ted
Patels Airtemp (India) 482.2 10.0 30.1 15.9 11.00 287. Standalon
3,878.16 30.18
Limited 5 0 8 8 % 79 e
Notes:
*As adjusted for bonus
1. All the financial information for listed industry peers mentioned above is sourced from the audited financial
statements of the relevant companies for the Financial Year ended March 31, 2025, as available on the
websites of the Stock Exchanges.
2. Details for our Company have been sourced/ calculated from the Restated Financial statements.
3. P/E Ratio for the listed industry peers has been computed based on the closing market price of equity shares
on NSE as on July 14, 2025, divided by the Basic EPS.
4. Return on Net Worth = PAT [Profit / (loss) for the year from continuing operations] / Average of net worth.
5. Net Asset Value (per share) is calculated as tangible net worth at the end of the period/ year divided by the
weighted average number of equity shares outstanding at the end of the period/ year.
6. Pursuant to resolutions passed by our Board and the Shareholders in their meetings dated October 1, 2024,
and November 15, 2024, respectively, our Company has issued and allotted Equity Shares on November 20,
2024 through a bonus issue to the shareholders who held shares as on November 18, 2024 in the ratio of ten
(10) Equity Shares for every one (1) Equity Share held and accordingly the weighted average cost of
acquisition is adjusted for the bonus.
III. Key Performance Indicators (“KPIs”)
The table below sets forth the details of the KPIs that our Company considers have a bearing for arriving at
the basis for Offer Price. These KPIs have been used historically by our Company to understand and analyse
the business performance, which in result, help us in analysing the growth of various verticals in comparison
to our peers. The Bidders can refer to the below-mentioned KPIs, being a combination of financial and
operational key financial and operational metrics, to make an assessment of our Company’s performance in
various business verticals and make an informed decision.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 18, 2025
and the Audit Committee has confirmed that there are no KPIs pertaining to our Company that have been
disclosed to investors at any point of time during the three years period prior to the date of this Draft Red
Herring Prospectus. All the KPIs that have been disclosed in this section have been subject to verification
and certification by Talati & Talati LLP, Chartered Accountants and Suresh R Shah & Associates , Chartered
Accountants, pursuant to its certificate dated July 18, 2025, which has been included as part of the “Material
Contracts and Documents for Inspections” on page 598 and shall be accessible on the website of our
Company at www.oswalenergies.com.
133For details of other business and operating metrics disclosed elsewhere in this Draft Red Herring Prospectus,
see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 305 and 447, respectively.
Details of our KPIs for the Fiscals 2025, 2024, and 2023 are set out below:
(₹ in million, unless otherwise indicated)
As of and for the Fiscal
Particulars
2025 2024 2023
Financial Parameters
Revenue from operations (₹ million)(i) 4,108.74 2,560.37 1,600.12
Growth in Revenue from Operations
60.47% 60.01% 77.64%
(%)(ii)
EBITDA (₹ million) (iii) 909.51 373.80 97.82
EBITDA Margin (%)(iv) 22.14% 14.60% 6.11%
EBIT (₹ million) (v) 884.57 352.22 85.45
EBIT Margin (%)(vi) 21.53% 13.76% 5.34%
Profit After Tax (₹ million) (vii) 657.95 300.77 53.40
Profit After Tax Margin (%)(viii) 15.94% 11.45% 3.33%
RoE (%)(xi) 73.27% 71.81% 22.11%
RoCE (%)(x) 82.42% 63.90% 27.62%
Total Asset Turnover (x) (xi) 1.52 1.54 1.55
Fixed Asset Turnover(xii) 34.04 22.33 20.94
Net Working Capital Days(xiii) 115 49 97
Net Debt (₹ million) (xiv) 147.84 71.55 -9.10
Net Debt to EBITDA (x) (xv) 0.16 0.19 -0.09
Net Debt to Equity (x) (xvi) 0.12 0.13 -0.03
Operational Parameters
Order Book(xvii) 8,357.70 4,898.13 2,487.94
Notes:
i. Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial
Information.
ii. Revenue Growth (%) is calculated as Revenue from operations for the current year minus Revenue
from operations for the previous year as a % of Revenue from operations for the previous year.
iii. EBITDA is calculated as Profit before tax for the year, plus finance costs and depreciation and
amortization expenses, less other income
iv. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations
v. EBIT is calculated as Profit before tax for the year, plus finance costs less other income
vi. EBIT Margin (%) is calculated as EBIT divided by Revenue from Operations
vii. Profit after tax (PAT) refers to Restated Profit/(Loss) for the year from Continuing Operations as
appearing in the Financial Information
viii. PAT Margin (%) is calculated as Profit for the year as a percentage of Total Income
ix. ROE is calculated as Restated Profit attributable to owners of the Company divided by Average Equity
for the year.
Average Equity is calculated as average of the total equity at the beginning of the year and at the end
of the year.
x. RoCE is calculated as Earnings before interest and taxes (EBIT) divided by Average Capital Employed.
EBIT is calculated as Profit before tax plus finance costs.
Average Capital Employed is calculated as average of the capital employed at the beginning of the
year and at the end of the year.
Capital Employed is sum total of Total Net Worth and Total Debt.
xi. Total Asset Turnover is Revenue from Operations divided by Average Total Assets
xii. Net Fixed Asset Turnover is calculated as Revenue from Operations divided by Average Net Fixed
Assets which consists of Property, Plant and Equipment, Capital Work-In Progress and Right- to -use
Assets.
134xiii. Net Working Capital Days is calculated as Inventory Days (Average Inventory / COGS * No. of Days)
Plus Receivables Days (Average Trade Receivables / Revenue from Operations * No. of days) minus
Payable Days (Average Trade Payables / COGS * No. of Days)
xiv. Net Debt is Total Borrowings (Current + Non-Current) minus Total Cash and Cash Equivalent and
Bank Balance Other than Cash and cash equivalent))
xv. Net Debt to EBITDA is Net Debt divided by EBITDA
xvi. Net Debt to Equity is Net Debt divided by Total Equity
xvii. Our Order Book represents the estimated aggregated contract value of the unexecuted portion of our
existing EPC projects and HED projects.
Our Company confirms that it shall continue to disclose all the KPIs included hereinabove in this section on a
periodic basis, at least once in a year (or for any lesser period as determined by the Board of our Company), for a
duration of one year after the date of listing of the Equity Shares on the Stock Exchanges pursuant to the Offer,
or until the utilization of Fresh Issue as disclosed in “Objects of the Offer” on page 118,or for such other period
as may be required under the SEBI ICDR Regulations.
All such KPIs have been defined consistently and precisely in “Definitions and Abbreviations – Key operating
and financial information used in this Draft Red Herring Prospectus” on page 1.
Explanation of the historic use of the Key Performance Indicators by our Company to analyse, 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 performance. The presentation of these KPIs is not intended to be considered in isolation
or as a substitute for the Restated Financial Information. These KPIs may not be defined under Ind AS and are
not presented in accordance with Ind AS and hence, should not be considered in isolation or construed as an
alternative to Ind AS measures of performance or as an indicator of our performance, liquidity, profitability or
results of operations. 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.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or
operational metric to evaluate our business. For further details please see “Risk Factors - We have included
certain Non-GAAP Measures, industry metrics and key performance indicators related to our operations and
financial performance in this Draft Red Herring Prospectus that are subject to inherent measurement
challenges. These Non-GAAP Measures, industry metrics and key performance indicators may not be
comparable with financial, or industry-related statistical information of similar nomenclature computed and
presented by other companies. Such supplemental financial and operational information is therefore of limited
utility as an analytical tool for investors and there can be no assurance that there will not be any issues or such
tools will be accurate going forward” on page 66.
The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations
are set forth below:
KPI Explanation for the KPI
Revenue from operations Revenue from operations helps management track business income and assess our
(₹ million) Company’s overall financial performance and scale.
Growth in Revenue from Growth in Revenue from Operations refers to the percentage increase/decrease in a
Operations (%) company’s revenue over a given period.
EBITDA (₹ million) EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial
performance of the business.
EBIT (₹ million) EBIT indicate operating earnings of the company excluding interest and tax liability
of Company.
EBIT Margin (%) EBIT margin indicates how profitable a company’s core operations are excluding
the impact of interest and taxes.
135KPI Explanation for the KPI
Profit After Tax (₹ Profit After Tax for the Year/period provides information regarding the overall
million) profitability of the business.
Profit After Tax Margin Profit After Tax Margin is an indicator of the overall profitability and financial
(%) performance of the
business
Return on Equity (%) Return on Equity measures how efficiently our Company generates profits using
shareholders’ funds.
Return on Capital Return on Capital Employed measures how efficiently our Company generates
Employed (%) earnings
before finance costs and taxes from the capital employed in the business.
Total Asset Turnover (x) Total Asset Turnover indicates a Company’s efficiency in using its assets to generate
sales revenue.
Fixed Asset Turnover (x) Fixed Asset Turnover is indicator of the efficiency with which our company is able
to leverage its assets to generate revenue from operations.
Net Working Capital Net working capital days indicates the working capital requirements of our Company
Days in relation to revenue generated from operations.
Net Debt Net Debt is indicate the excess of debt over cash and cash equivalent of the Company.
Net Debt to EBITDA Debt/EBITDA Ratio provides information regarding to the actual cash generated by
our company to
pay of his total debt.
Net Debt to Equity (x) The net debt to equity ratio provides the ratio of Company’s outstanding debt
to its
shareholders’ equity and is used to measure the financial leverage of the Company.
Order Book Our order book represents the estimated aggregated contract value of the unexecuted
portion of our existing EPC projects and HED contracts
We have also described and defined the KPIs, as applicable, in “Definitions and Abbreviations - Technical/
Industry Related Abbreviations” on page 14.
136IV. Comparison of Key Performance Indicators with listed industry peers
Set forth below is a comparison of our KPIs with our peer company listed in India:
(₹ in million, unless otherwise indicated)
The Anup Engineering Lloyds Engineering Works Patels Airtemp (India)
Oswal Energies Limited Deep Industries Limited
Sl. Limited Limited Limited
Particulars
No Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023
Financial Parameters
Revenue from
1 operations (₹ 4,108.74 2,560.37 1,600.12 7,327.86 5,503.85 4,113.38 5,761.30 4,269.93 3,413.36 8,457.41 6,242.36 3,126.10 3,878.16 3,707.62 2,814.79
million)(i)
Growth in Revenue
2 60.47% 60.01% 77.64% 33.14% 33.80% 42.71% 34.93% 25.09% 6.13% 35.48% 99.69% 524.01% 4.60% 31.72% (7.17)%
from Operations (%)(ii)
EBITDA (₹ million)
3 909.51 373.80 97.82 1,652.24 1,267.51 827.05 2,314.66 1,594.00 1,305.46 1,351.72 1,009.97 522.47 355.88 350.13 301.70
(iii)
EBITDA Margin
4 22.14% 14.60% 6.11% 22.55% 23.03% 20.11% 40.18% 37.33% 38.25% 15.98% 16.18% 16.71% 9.18% 9.44% 10.72%
(%)(iv)
5 EBIT (₹ million) (v) 884.57 352.22 85.45 1,414.05 1,092.87 701.64 1,902.94 1,250.31 1,009.46 1,255.10 969.51 498.65 316.65 309.49 260.61
6 EBIT Margin (%)(vi) 21.53% 13.76% 5.34% 19.30% 19.86% 17.06% 33.03% 29.28% 29.57% 14.84% 15.53% 15.95% 8.16% 8.35% 9.26%
Profit After Tax (₹
7 657.95 300.77 53.40 1,183.03 1,034.75 514.30 (787.62) 1,251.59 1,252.99 1,080.03 798.38 368.23 165.10 147.61 111.69
million) (vii)
Profit After Tax
8 15.94% 11.45% 3.33% 16.03% 18.50% 12.47% (12.94)% 27.05% 35.54% 12.42% 12.64% 11.56% 4.24% 3.96% 3.95%
Margin (%)(viii)
9 RoE (%)(ix) 73.27% 71.81% 22.11% 20.75% 21.42% 12.38% (4.83)% 8.90% 10.02% 20.39% 26.32% 22.28% 11.00% 10.84% 9.30%
10 RoCE (%)(x) 82.42% 63.90% 27.62% 23.78% 21.43% 16.21% 10.49% 8.22% 7.76% 21.30% 27.17% 25.19% 13.12% 13.45% 12.32%
Fixed Asset Turnover
11 34.04 22.33 20.94 2.20 1.83 1.64 0.65 0.59 0.60 6.66 8.60 8.37 8.75 8.15 6.09
(x) (xi)
Total Asset Turnover
12 1.52 1.54 1.55 0.84 0.76 0.70 0.27 0.24 0.24 1.08 1.33 1.11 1.14 1.01 0.87
(x) (xii)
Net Working Capital
13 115 49 97 176 196 210 271 225 197 111 127 145 228 233 268
Days(xiii)
Net Debt (₹ million)
14 147.84 71.55 (9.10) 137.60 (20.01) 17.45 1,540.99 1,030.67 270.76 (775.87) (644.08) 383.25 623.53 881.01 838.10
(xiv)
Net Debt to EBITDA
15 0.16 0.19 (0.09) 0.08 (0.02) 0.02 0.67 0.65 0.21 (0.57) (0.64) 0.73 1.75 2.52 2.78
(x) (xv)
137Net Debt to Equity (x)
16 0.12 0.13 (0.03) 0.02 0.00 0.00 0.08 0.07 0.02 (0.12) (0.16) 0.20 0.40 0.62 0.65
(xvi)
Operational
Parameter
17 Order Book(xvii) 8,357.70 4898.13 2487.94 N.A.* 8,540.00 5,300.00 N.A.* N.A.* N.A.* N.A.* 9,043.20 6,829.43 N.A.* N.A.* N.A.*
Notes:
i. Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Information
ii. Revenue Growth (%) is calculated as Revenue from operations for the current year minus Revenue from operations for the previous year as a % of Revenue from
operations for the previous year.
iii. EBITDA is calculated as Profit before tax for the year, plus finance costs and depreciation and amortisation expenses, less other income.
iv. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations
v. EBIT is calculated as Profit before tax for the year, plus finance costs less other income
vi. EBIT Margin (%) is calculated as EBIT divided by Revenue from Operations
vii. Profit after tax (PAT) refers to Restated Profit/(Loss) for the year from Continuing Operations as appearing in the Restated Financial Information
viii. PAT Margin (%) is calculated as Profit for the year as a percentage of Total Income
ix. ROE is calculated as Restated Profit attributable to owners of the Company divided by Average Equity for the year.
Average Equity is calculated as average of the total at the beginning of the year and at the end of the year.
x. RoCE is calculated as Earnings before interest and taxes (EBIT) divided by Average Capital Employed. EBIT is calculated as Profit before tax plus finance costs.
Average Capital Employed is calculated as average of the capital employed at the beginning of the year and at the end of the year.
Capital Employed is sum total of Total Net Worth and Total Debt.
xi. Net Fixed Asset Turnover is calculated as Revenue from Operations divided by average Net Fixed Assets which consists of Property, Plant and Equipment, Capital
Work-In Progress and Right- to -use Assets.
xii. Total Asset Turnover is Revenue from Operations divided by Average Total Assets.
xiii. Net Working Capital Days is calculated as Inventory Days (Average Inventory / COGS * No. of Days) Plus Receivables Days (Average Trade Receivables / Revenue
from Operations * No.of days) minus Payable Days (Average Trade Payables / COGS * No. of Days)
xiv. Net Debt is Total Borrowings (Current + Non-Current) minus Total Cash and Cash Equivalent and Bank Balance Other than Cash and cash equivalent))
xv. Net Debt to EBITDA is Net Debt divided by EBITDA
xvi. Net Debt to Equity is Net Debt divided by Total Equity
xvii. Our Order Book indicates a detailed list that shows the value of orders a company has secured but has not yet completed or delivered.
* Data not available
138Comparison of KPIs based on additions or dispositions to our business
Except as disclosed in see “History and Certain Corporate Matters — Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets,
etc. in the last 10 years”, on page 339, our Company has not made any material acquisitions or dispositions
to its business during the Fiscal 2025, 2024, and 2023. For details regarding acquisitions and dispositions
made our Company in the last 10 years.
V. Weighted average cost of acquisition (“WACA”), Floor Price and Cap Price
1. The price per share of our Company based on the primary/ new issue of shares (equity/ convertible
securities
Our Company has not issued any Equity Shares or convertible securities, excluding the issuance of bonus
shares, during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is
equal to or more that 5% of the paid-up share capital of our Company (calculated based on the pre-Offer
capital before such transaction(s)), in a single transaction or multiple transactions combined together over a
span of rolling 30 days (“Primary Issuance”).
2. The price per share of our Company based on secondary sale/ acquisitions of shares (equity /
convertible securities)
There have been no secondary sales / acquisitions of Equity Shares or any convertible securities, where the
Promoters, members of the Promoter Group, Selling Shareholders or Shareholder having the right to nominate
director on our Board are a party to the transaction (excluding gifts), during the 18 months preceding the date
of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the paid
up share capital of our Company (calculated based on the pre-Offer capital before such transaction/s), in a
single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary
Transactions”). Since there are no such transactions to report under 1 and 2 above, the following are the
details of the price per share of our Company basis the last five primary or secondary transactions (secondary
transactions where Promoters, members of the Promoter Group, Selling Shareholder, or Shareholder having
the right to nominate Director on the Board, are a party to the transaction), not older than three years prior to
the date of this Draft Red Herring Prospectus irrespective of the size of the transactions:
Primary transactions:
Except as disclosed below, there are no primary transactions where our Promoters, Promoter Group, Selling
Shareholders, or shareholder having the right to nominate director on our Board are a party to the transaction,
in the last three years preceding the date of this Draft Red Herring Prospectus irrespective of the size of the
transaction.
Equity shares
Face Issue
value price
Number of
Date of per per
Nature of allotment Name of the allottee(s) equity shares
allotment equity equity
allotted
share share
(₹) (₹)
November 20, Bonus issue as on the Number of 43,332,030 10 N.A.
Name of the
2024 record date i.e equity shares
allottee
number in the ratio allotted
of ten (10) equity
share for every one Babulal Bokadia 2,299,040
(1) equity shares
held* Jitendra Bokadia 5,335,970
(HUF)
Jitendra Bokadia 3,756,440
Jayant Bokadia 3,275,080
139Face Issue
value price
Number of
Date of per per
Nature of allotment Name of the allottee(s) equity shares
allotment equity equity
allotted
share share
(₹) (₹)
Ratan Bokadia 1,923,330
Ratan Bokadia 1,905,870
(HUF)
Usha Bokadia 4,633,110
Sarikadevi 3,526,930
Bokadia
Padmavati 2,127,700
Bokadia
Rekha Bokadia 7,752,870
Jayant Bokadia 1,551,250
(HUF)
Dixit Jitendra 4,577,770
Bokadia
B H Bokadia 666,670
(HUF)
Notes: *Pursuant to resolutions passed by our Board and the Shareholders in their meetings dated October
1, 2024, and November 15, 2024, respectively, our Company has issued and allotted Equity Shares on
November 20, 2024 through a bonus issue to the shareholders who held shares as on November 18, 2024 in
the ratio of ten (10) Equity Shares for every one (1) Equity Share held and accordingly the weighted average
cost of acquisition is adjusted for the bonus
Secondary transactions:
Set forth below are details of the last five secondary transactions where our Promoters, Promoter Group,
Selling Shareholders, or shareholder having the right to nominate director on our Board are a party to the
transaction, in the last three years preceding the date of this Draft Red Herring Prospectus:
Face
Transfer
Date of Number of value
price
transfer/ Name of Name of Nature of equity per Nature of
per
board transferor transferee transaction shares equity consideration
equity
resolution transferred share
share (₹)
(₹)
August 1, Ravi Padmavati
Gift 138,028 10 NIL Gift
2023 Doshi Bokadia
Jitendra
August 1, Ugam
Bokadia Gift 165,233 10 NIL Gift
2023 Doshi
HUF
Jayant
August 1, Parsamal
Bokadia Gift 45,203 10 NIL Gift
2023 Doshi
HUF
Jayant
August 1, Preeti
Bokaida Gift 10,540 10 NIL Gift
2023 Doshi
HUF
140Face
Transfer
Date of Number of value
price
transfer/ Name of Name of Nature of equity per Nature of
per
board transferor transferee transaction shares equity consideration
equity
resolution transferred share
share (₹)
(₹)
Ravi
Jitendra
June 5, Parsamal
Bokadia Gift 47,000 10 NIL Gift
2024 Doshi
HUF
HUF
January 7, Usha Ratan
Gift 953,304 10 NIL Gift
2025 Bokadia Bokadia
Dixit
January 6, Rekhadevi
Jitendra Gift 3,789,871 10 NIL Gift
2025 Bokadia
Bokadia
January 7, Rekhadevi Varun J.
Gift 500,000 10 NIL Gift
2025 Bokadia Bokadia
Jitendra Dixit
January
Bokadia Jitendra Gift 1,191,600 10 NIL Gift
22, 2025
HUF Bokadia
B H
Babulal
June 23, Bokadia
Hastimal Gift 10 10 NIL Gift
2025 Family
Bokadia
Trust
B H
June 23, Usha Bokadia
Gift 10 10 NIL Gift
2025 Bokadia Family
Trust
B H
Sarika
June 23, Bokadia
Jayant Gift 10 10 NIL Gift
2025 Family
Babulal
Trust
B H
Padmavati
June 23, Bokadia
Babulal Gift 10 10 NIL Gift
2025 Family
Bokadia
Trust
J H
Jitendra
June 23, Bokadia
Hastimalji Gift 10 10 NIL Gift
2025 Family
Bokadia
Trust
J H
June 23, Rekha Bokadia
Gift 10 10 NIL Gift
2025 Bokadia Family
Trust
J H
Varun
July 7, Bokadia
Jitendra Gift 10 10 NIL Gift
2025 Family
Bokadia
Trust
VI. Weighted average cost of acquisition (“WACA”), floor price and cap price
Weighted average cost
Past transactions of acquisition per Floor Price (₹)* Cap Price (₹)*
Equity Share (₹)#
Weighted average cost of N.A. [●] times [●] times
acquisition of Primary
Issuances(1)
Weighted average cost of N.A. [●] times [●] times
acquisition of Secondary
Transactions
141Weighted average cost
Past transactions of acquisition per Floor Price (₹)* Cap Price (₹)*
Equity Share (₹)#
Since, there were no Primary or Secondary Transactions during the 18 months preceding the date of filing
of this Draft Red Herring Prospectus, the information has been disclosed for price per share of our Company
based on the last five primary or secondary transactions (where Promoters, Promoter Group or the Selling
Shareholders or shareholder(s) having the right to nominate directors on the Board), are a party to the
transaction, not older than three years prior to the date of this Draft Red Herring Prospectus irrespective of
the size of the transaction
Weighted average cost of N.A. [●] times [●] times
acquisition of based on
primary transactions
Weighted average cost of N.A. [●] times [●] times
acquisition of based on
secondary transactions
* To be updated at the Prospectus stage
(1) Pursuant to resolution passed by our Board and the Shareholders in their meetings dated October 1,
2024, and November 15, 2024, respectively, our Company has issued and allotted Equity Shares on
November 20, 2024 through a bonus issue to the shareholders who held shares as on November 18, 2024
in the ratio of ten (10) equity shares for every one (1) Equity share held and accordingly the weighted
average cost of acquisition is adjusted for the bonus.
# As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
VII. The Offer Price is [●] times of the face value of the Equity Shares
The Offer Price of ₹[●] has been determined by our Company, in consultation with the BRLM, on the basis
of the demand from investors for the Equity Shares through the Book Building Process. Our Company, in
consultation with the BRLM, are justified of the Offer Price in view of the above qualitative and quantitative
parameters.
VIII. Detailed explanation for Offer Price/ Cap Price being [●] times of WACA of primary issuances
/secondary transactions of Equity Shares of face value ₹ 10 each (as disclosed above) along with our
Company’s KPIs and financial ratios for the Fiscals 2025, 2024, and 2023
[●]*
* To be included on finalisation of Price Band.
IX. Explanation for the Offer Price/Cap Price, being [●] times of WACA of primary issuances/secondary
transactions of Equity Shares of face value of ₹ 10 each (as disclosed above) in view of the external
factors which may have influenced the pricing of the Offer.
[●]*
* To be included on finalisation of Price Band.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Restated
Financial Information” and “Management Discussion and Analysis of Financial Condition and Revenue from
Operations” beginning on pages 40, 305, 372 and 447, respectively, to have a more informed view.
The trading price of the Equity Shares could decline due to the factors mentioned in the section “Risk Factors”
beginning on page 40 and any other factors that may arise in the future and you may lose all or part of your
investment.
142STATEMENT OF SPECIAL TAX BENEFITS
STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY, ITS
SHAREHOLDERS UNDER INCOME TAX ACT, 1961 (ACT), THE CENTRAL GOODS AND
SERVICES TAX ACT, 2017, THE INTEGRATED GOODS AND SERVICES TAX ACT, 2017 AND THE
APPLICABLE STATES’ GOODS AND SERVICES TAX ACTS.
STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY
AND ITS SHARE HOLDERS
I. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY UNDER THE INCOME
TAX ACT, 1961
The Statement of possible special tax benefits enumerated below is as per the Income Tax Act 1961 ("ITA") as
amended from time to time and as applicable for Financial Year ("FY") 2025-26 relevant to Assessment Year
("AY") 2026-27.
1. Lower corporate tax rate under Section 115BAA of ITA :
Section 115BAA inserted w.e.f. 1st April 2020 (AY 2020-21), provides an option to a domestic company to pay
Corporate Tax at a reduced rate of 22% (Plus applicable Surcharge and education cess1).
In case the Company opts for the concessional income tax rate as prescribed under Section 115BAA of the ITA,
it will not be allowed to claim any of the following deductions/ exemptions:
− Deduction under the provisions of Section 10AA (deduction for units in Special Economic Zone);
− Deduction under clause (iia) of sub-section (1) of Section 32 (Additional depreciation);
− Deduction under Section 32AD or Section 33AB or Section 33ABA (Investment allowance in backward
areas, Investment deposit account, site restoration fund); Deduction under sub-clause (ii) or sub-clause
(iia) or sub-clause (iii) of sub-section (1) or sub-section (2AA) or sub-section (2AB) of Section 35
(Expenditure on scientific research);
− Deduction under Section 35AD or Section 35CCC (Deduction for specified business, agricultural
extension project);
− Deduction under Section 35CCD (Expenditure on skill development);
− Deduction under any provisions of Chapter VI-A other than the provisions of Section 80JJAA (Deduction
in respect of employment of new employees) and 80M (Deduction in respect of certain inter-corporate
dividends);
− No set-off of any loss carried forward or depreciation from any earlier assessment year, if such loss or
depreciation is attributable to any of the deductions referred above;
− No set-off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A, if such
loss or depreciation is attributable to any of the deductions referred above.
The provisions of Section 115JB regarding Minimum Alternate Tax ("MAT") are not applicable if the
Company opts for the concessional income tax rate as prescribed under Section 115BAA of the ITA.
Consequently, the Company will not be entitled to claim tax credit relating to MAT.
Note: The Company has opted for the concessional rate of tax for the first time in the return of income filed
for FY 2019-20 for which declaration in specified form (i.e., Form 10-IC) has been filed with the ITA.
2. Additional depreciation on plant & machinery in the year of acquisition under Section 32(1)(iia) of the
ITA
1 Surcharge at 10% on the tax liability and further, enhanced by an education cess at 4% of the total taxability
and surcharge
143The deduction of additional depreciation in the year of acquisition is available for new plant & machinery
(excluding ships and aircraft) acquired and installed after March 31, 2005, by an assessee engaged in
manufacturing, production, or power generation/distribution.
The benefit is available to the company and can be availed on acquisition of new plant & machinery.
Deductions from Gross Total Income:
3. Deduction in respect of employment of new employees under Section 80JJAA of the ITA
Subject to fulfilment of prescribed conditions, the Company is entitled to claim deduction under the
provisions of Section 80JJAA of the Act, of an amount equal to 30% of additional employee cost (relating to
specified category of employees) incurred in the course of business in the previous year, for three assessment
years including the assessment year relevant to the previous year in which such employment is provided.
The deduction u/s 80JJAA of the Act shall be applicable even if the Company avail the benefits of the special
rate u/s 115BAA of the Act.
4. Deduction in respect of certain inter-corporate dividends under Section 80M of ITA
A new Section 80M had been inserted by the Finance Act, 2020 w.e.f. FY 2020-21 providing for deduction
from gross total income of a domestic company, of an amount equal to dividends received by such company
from another domestic company or a foreign company or a business trust to the extent it does not exceed the
amount of dividend distributed by it on or before one month prior to the date of filing its tax return as
prescribed under Section 139(1) of the Act.
Where the company receives any such dividend during a FY and also, distributes dividend to its shareholders
before the aforesaid date, as may be relevant to the said FY, it shall be entitled to the deduction under Section
80M of the Act.
The deduction u/s 80M of the Act shall be applicable for the company availing the benefits of the special rate
u/s 115BAA of the Act.
II. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO SHAREHOLDERS OF THE COMPANY
There is no special direct tax benefit available to the shareholders of the Company for investing in the shares
of the Company.
1. Dividend Income: Dividend income earned by the shareholders would be taxable in their hands at the
applicable rates. However, in case of shareholders who are individuals, Hindu Undivided Family,
Association of Persons, Body of Individuals, whether incorporated or not and every artificial juridical
person, maximum rate of surcharge would be restricted to 15%, irrespective of the amount of dividend.
Further in case shareholder is a domestic company, deduction under Section 80M of the ITA would be
available on fulfilling the conditions as mentioned above.
2. Tax on Capital gains: As per Section 112A of the ITA, long-term capital gains arising from transfer of
equity shares, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 12.5%
(without indexation) of such capital gains subject to payment of securities transaction tax on acquisition
and transfer of equity shares and on the transfer of unit of an equity-oriented fund or a unit of a business
trust under Chapter VII of Finance Act, 2004 read with Notification No. 60/2018/No. No.370142/9/2017-
TPL dated October 01, 2018. However, no tax under the said section shall be levied where such capital
gains does not exceed INR 1,25,000 in a financial year.
Further, as per Section 111A of the ITA, short term capital gains arising from transfer of an equity share,
or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 20% subject to fulfillment
of prescribed conditions under the ITA.
3. Simplified/New tax regime: As per Section 115BAC of the ITA, a simplified/new tax regime has been
144introduced wherein income-tax shall be computed at the rates specified in sub-section 1 of Section
115BAC of the ITA, subject to the assessee not availing specified exemptions and deductions. The said
regime was initially applicable for individuals and Hindu Undivided Family.
In order to make more attractive the new tax regime Section 115BAC, the Finance Act, 2025 with effect
from FY 2025-26, certain additional benefits have been provided which are listed as under:
− Basic exemption limit has increased from INR 3,00,000 to INR 4,00,000;
− Under the new tax regime, Nil income-tax on income up to INR 12 lakh for personal income-tax.
− Income threshold for the tax rebate available for resident individuals has been increased from INR
7,00,000 to INR 12,00,000 (i.e. Rebate U/s. 87A(1) limit has increased from INR 25000 to INR
60000.);
− Benefit of standard deduction has increased from INR 50,000 to INR 75,000 on salary income.
− Highest applicable surcharge on income above has been reduced from 37% to 25%;
It may be noted that the shareholders have the discretion to exercise the simplified tax regime.
(1) Rebate U/s. 87A is not available on tax on income chargeable at special rate (e.g. Capital Gains
u/s. 111A, 112, etc.)
4. Double Taxation Avoidance Agreement benefit: In respect of non-resident shareholders, the tax rates
and the consequent taxation shall be further subject to any benefits available under the applicable Double
Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has
fiscal domicile and fulfillment of other conditions to avail the treaty benefit.
STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE
COMPANY AND ITS SHAREHOLDERS
The Statement of possible tax benefits enumerated below is per the Central Goods and Services Tax Act, 2017
('CGST Act'), the Integrated Goods and Services Tax Act, 2017 ('IGST Act'), the Union Territory Goods and
Services Tax Act, 2017 ('UTGST Act'), respective State Goods and Services Tax Act, 2017 ('SGST Act') (all these
legislations collectively referred to as 'GST Legislation'), the Customs Act, 1962, the Customs Tariff Act, 1975
and Foreign Trade Policy 2023 (collectively referred to as "Indirect Tax") as amended from time to time and as
applicable for FY 2025-26.
I. Special Indirect tax benefits available to the Company under the Indirect tax
The benefits mentioned hereunder pertains to activities of the company. It is availed or available on performing
of the specific relevant transaction. The applicability shall vary in case of any change in terms of the transaction
as performed for an ongoing business.
i. Benefit under Foreign Trade Policy 2024
- The company may avail benefit under Export Promotion Capital Goods (EPCG) Scheme which
allows companies to import capital goods at zero customs duty, contingent upon meeting specified
export obligations.
- The Remission of Duties and Taxes on Exported Products (RoDTEP) scheme offers a rebate to
eligible exporters on the duties, taxes, and levies they incur while manufacturing and distributing
goods. The scheme was launched in January 2021 and has been extended until September 30, 2025
for exports made from domestic tariff area (DTA) units. The scheme's benefits include:
o Rebates - Exporters receive a rebate as a percentage of the FOB value or a fixed amount per
unit of the exported product.
o No refund dependency - The rebate is not dependent on the realization of export proceeds at
the time of issue. However, the rebate is subject to the receipt of sale proceeds within the time
allowed under the Foreign Exchange Management Act, 1999.
o Neutralizes costs - The scheme's objective is to neutralize the costs on exported goods by
providing rebates on hidden taxes and duties.
o Boost exports - The scheme is intended to help boost exports in India.
145ii. Benefits under Customs Act (read with Tariff Act and related rules and regulations)
Benefit of exemption on import of goods under section 25 of the Customs Act
As per section 25 of the Customs Act, the Central Government is empowered to exempt whole or part of
customs duty leviable on import of goods. The Company may availing such exemption benefit on import
of equipment under below mentioned notifications issued by the Central Government:
− Notification No. 50/2017 - Customs dated 30th June 2017 (as amended)
− Notification No. 57/2017 - Customs dated 30th June 2017 (as amended)
− Notification No. 24/2005 - Customs dated 1st March 2005 (as amended)
iii. Benefits under the Central Goods and Services Act, 2017, respective State / Union Territory Goods
and Services Tax Act, 2017 and Integrated Goods and Services Tax Act, 2017 (read with relevant
rules prescribed thereunder):
Under the GST regime, supplies of goods or services which qualify as ‘export’ of goods or services are
treated as zero-rated supplies which can be supplied either with or without payment of Integrated Goods
and Services Tax (hereinafter referred to as “IGST”) subject to fulfilment of conditions prescribed. The
exporter has the options as under:
To undertake exports under cover of a Bond/ Letter of Undertaking (hereinafter referred to as “LUT”)
without payment of IGST and claim refund of accumulated Input Tax Credit subject to fulfilment of
conditions prescribed under the provisions of Section 54 of the Central Goods and Services Tax Act,
2017.
To undertake export with payment of IGST and claim refund of IGST paid on such exports as per the
provisions of Section 54 of the Central Goods and Services Tax Act, 2017.
Thus, the GST law permits a supplier undertaking zero rated supplies (which will include the supplier
making supplies to SEZ) to claim refund of tax paid on exports as IGST (by undertaking exports on
payment of tax using ITC) or export without payment of tax by executing a Bond/ LUT and claim refund
of related ITC of taxes paid on inputs and input services used in making zero rated supplies. The
Company undertakes export of goods without payment of IGST basis the LUT as prescribed under the
GST law. In such case, it will have the option of claiming refund of unutilized input tax credit, subject
to fulfilment of all prescribed conditions. Currently, the Company is able to utilise its input tax credit and
is not exercising the option of filing a refund claim.
II. Special indirect tax benefits available to shareholders of the Company under the Indirect tax laws
There are no special indirect tax benefits available to shareholders of the Company by virtue of their
investment in the Company.
NOTES
- The above statements cover only certain possible special tax benefits under the taxation laws, read with the
relevant rules, circulars and notifications and does not cover any benefit under any other law in force in India.
This statement also does not discuss any tax consequences, in the country outside India, of an investment in
the shares of an Indian company.
- The above Statement of possible special tax benefits sets out the provisions of Indian tax laws in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of shares.
- This Statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences, the changing taxation laws, each investor is advised to consult their own tax consultant with
respect to the specific tax implications arising out of their participation in the proposed offer.
- No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
146views are based on the existing provisions of law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes.
147SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Energy Landscape in India: Oil & Gas Infrastructure in India” dated
July, 2025 (the “D&B Report”) prepared and issued by Dun & Bradstreet Information Services India Limited
(“D&B”), appointed by us on January 9, 2025 and exclusively commissioned and paid for by us in connection
with the Offer. A copy of the D&B Report is available on the website of our Company at www.oswalenergies.com.
The data included herein includes excerpts from the D&B Report and may have been reordered by us for the
purposes of presentation. D&B is an independent agency and is not related to the Company, our Promoters, any
of our Directors or Key Managerial Personnel, Senior Management Personnel, the BRLM or the Selling
Shareholders. There are no parts, data or information relevant for the proposed Offer, that has been left out or
changed in any manner.
Industry sources and publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry sources and publications may also base their information on
estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely
on their independent examination of, and should not place undue reliance on, or base their investment decision
solely on this information. Financial information used herein is based solely on the audited financials of the
Company and other peers. The recipient should not construe any of the contents in this report as advice relating
to business, financial, legal, taxation or investment matters and are advised to consult their own business,
financial, legal, taxation, and other advisors concerning the transaction. See also, “Risk Factors - Certain
sections of this Draft Red Herring Prospectus contain information from the D&B Report which we
commissioned and purchased and any reliance on such information for making an investment decision in the
Issue is subject to inherent risks” on page 64.
Industry sources and publications generally state that the information contained therein has been obtained from
sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are
not guaranteed, and their reliability cannot be assured.
While preparing its report, D&B has also sourced information from publicly available sources, including our
Company’s financial statements. However, financial information relating to our Company presented in other
sections of this Draft Red Herring Prospectus has been prepared in accordance with Ind AS and restated in
accordance with the SEBI ICDR Regulations. Accordingly, the financial information of our Company in this
section is not comparable with Ind AS financial information presented elsewhere in this Draft Red Herring
Prospectus.
1. GLOBAL MACROECONOMIC OVERVIEW
1.1 Global Economic Overview
The global economy, which recorded GDP growth at 3.3% in CY 2024, is expected to show resilience at 2.8% in
CY 2025. This marks the slowest expansion since 2020 and reflects a 0.5%-point downgrade from January 2025
forecast. Moreover, the projection for CY 2026 has also reduced to 3.0%. This slowdown is majorly attributed
due to numerous factors such as high inflation in many economies despite central bank effort to curb inflation,
continuing energy market volatility driven by geopolitical tensions particularly in Ukraine and Middle East, and
the re-election of Donald Trump as US President extended uncertainty around the trade policies as well as overall
global economic growth. High inflation and rising borrowing costs affected the private consumption on one hand
while fiscal consolidation impacted the government consumption on the other hand. As a result, global GDP
growth is estimated to moderation by 2.8% in CY 2025 as compared to 3.3% in CY 2024.
148Historical & Projected GDP Growth Trends (%)
7.0
6.6
6.0
4.7
2.9 3.7 3.6 2.9 4.1 3.5 3.3 4.3 2.8 3.7 3.0 3.9 3.1 4.0
1.9 1.7 1.8 1.4 1.5 1.7
-1.7
-2.7
-4.0
CY 2019 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025P CY 2026P CY 2030P
Global Economies (%) Advanced Economies (%) Emerging and Developing Economies (%)
Source – IMF Global GDP Forecast Release April 2025
Note: 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.)
1.2 Global Economic Outlook
At broader level, the global economy is expected to experience a slowdown in 2025, with GDP growth projected
to decline to 2.8%, down from 3.3% in 2024. This deceleration reflects persistent inflationary pressure,
geopolitical uncertainties and tightened monetary policies. However, a sightly recovery is anticipated in 2026,
with growth projected to improve to 3.0%. Global inflation is expected to decline steadily, to 4.3% in 2025 and
to 3.6% in 2026. Inflation is projected to converge back to target earlier in advanced economies, reaching 2.2%
in 2026, whereas in emerging market and developing economies, it is anticipated to decrease to 4. 6% during the
same period. Trade tariffs function as a supply shock for the countries imposing them, leading to a decrease in
productivity and an increase in unit costs. Countries subject to tariffs experience a negative demand shock as
export demand declines, placing downward pressure on prices. In each scenario, trade uncertainty introduces an
additional layer of demand shock since businesses and households react by delaying investment and spending,
and this impact could be intensified by stricter financial conditions and heightened exchange rate volatility.
Moreover, Global trade growth is expected to slow down in 2025 to 1.7%. This forecast reflects increased tariff
restrictions affecting trade flows and, to a lesser extent, the waning effects of cyclical factors that have
underpinned the recent rise in goods trade. Geopolitical tensions such as the wars in Ukraine and the Middle East
could further exacerbate inflation volatility, particularly in energy and agricultural commodities.
1.3 Historical and Projected Regional GDP Growth
GDP growth across major regions exhibited a mixed trend between 2022-23, with GDP growth in many regions
including North America, Emerging and Developing Asia, and Emerging and Developing Europe slowing further
in 2024. In 2025, GDP growth in Emerging and Developing Asia (India, China, Indonesia, Malaysia, etc.) is
expected to decrease further from 5.3% in CY 2024 to 4.5%, while in the North America, it is expected to decrease
from 2.8% in CY 2024 to 1.8% in CY 2025.
149Source-IMF World Economic Outlook January 2025 update.
Except Middle East & Central Asia, all other regions like Emerging and Developing Asia, Emerging and
Developing Europe, Latin America & The Caribbean, Sub Saharan Africa and North America, are expected to
record a moderation in GDP growth rate in CY 2025 as compared to CY 2024. Further, growth in the United
States is expected to come down at 2.71% in CY 2025 from 2.80% in CY 2024 due to lagged effects of monetary
policy tightening, gradual fiscal tightening, and a softening in labour markets slowing aggregate demand.
India and China saw greater-than-anticipated growth in 2023 due to heightened government spending and robust
domestic demand, respectively and expected to slow down due gradually in 2024 and in subsequent two years.
Mainland China will face a different macroeconomic challenge: the risk of deflation due to subdued consumer
spending trends, cautious business investment and ongoing deleveraging in the property sector. This has prompted
authorities to announce stimulus measures to prevent exacerbating deflationary pressures.
Indeed, deflation could slow the economic recovery by delaying consumer purchases, eroding corporate revenues
and worsening real debt burdens, particularly if property sector weakness and slowing exports continue to weigh
on private sector confidence. Emerging markets will grapple with the challenge of curbing inflation while
contending with fragile supply chains, volatile commodity prices and foreign exchange fluctuations. Sub-Saharan
Africa's expected growth in 2024 is attributed to the diminishing negative impacts of previous weather shocks and
gradual improvements in supply issues.
2. INDIA MACROECONOMIC ANALYSIS
India emerged as one of the fastest growth economies amongst the leading advanced economies and emerging
economies. In CY 2024, even amidst geopolitical uncertainties, particularly those affecting global energy and
commodity markets, India continues to remain one of the fastest growing economies in the world and is expected
to grow by 6.2% in CY 2025 and 6.3% in 2026.
CY CY CY CY CY CY CY 2026 CY 2030
Country
2020 2021 2022 2023 2024 2025 P P
India – 9.7% 7.6% 9.2% 6.5% 6.2% 6.3% 6.5%
5.8%
China 2.3% 8.6% 3.1% 5.4% 5.0% 4.0% 4.0% 3.4%
United States -2.2% 6.1% 2.5% 2.9% 2.8% 1.8% 1.7% 2.1%
Japan -4.2% 2.7% 0.9% 1.5% 0.1% 0.6% 0.6% 0.5%
United - 8.6% 4.8% 0.4% 1.1% 1.1% 1.4% 1.4%
Kingdom 10.3
%
Russia -2.7% 5.9% -1.4% 4.1% 4.1% 1.5% 0.9% 1.2%
Source: World Economic Outlook, April 2025
The Government stepped spending on infrastructure projects to boost the economic growth had a positive impact
on economic growth. The capital expenditure of the central government increased by average 26.52% during FY
2023-FY 2024 which slowed to 7.27% in FY 2025 which is expected to translate in moderating GDP growth of
6.5% in 2024. In the Union Budget 2025-2026, the government announced INR 11.21 billion capex on
infrastructure (10.12% higher than previous year revised estimates) coupled with INR 1.5 trillion in interest-free
150loans to states. This has provided much-needed confidence to the private sector, and in turn, expected to attract
the private investment.
2.1 Historical GDP and GVA Growth trend
As per the latest estimates, India’s GDP at constant prices is estimated to grow to INR 187.95 trillion in FY 2025
(Second Advance Estimates) with the real GDP growth rates estimated to be 6.5% for FY 2025. Similarly, real
Gross Value Added (GVA) growth stood at 7.2% in FY 2023, rose to 8.6% in FY 2024, and is expected to
moderate to 6.4% in FY 2025. Even amidst global economic uncertainties, India’s economy exhibited resilience
supported by robust consumption and government spending.
Source: Ministry of Statistics & Programme Implementation (MOSPI), National Account Statistics: FY2025
2.2 Sectoral Contribution to GVA and annual growth trend
Source: Ministry of Statistics & Programme Implementation (MOSPI)
Sectoral analysis of GVA reveals that the industrial sector experienced a moderation in FY 2025, recording a
5.58% y-o-y growth against 10.82% year-on-year growth in FY 2024. Within the industrial sector, growth
moderated across sub sector with mining, manufacturing, and construction activities growing by 2.76%, 4.29%,
and 8.64% respectively in FY 2025, compared to 3.21%, 12.30%, and 10.41% in FY 2024. Growth in the utilities
sector too moderated to 6.03% in FY 2025 from 8.64% in the previous year. The industrial sector’s contribution
to GVA moderated marginally from 30.81% in FY 2024 to 30.58% in FY 2025.
The services sector continued to be the main driver of economic growth, although its pace moderated. It expanded
by7.29% in FY 2025 from 8.99% in FY 2024. The services sector retained its position as the largest contributor
to GVA, rising from 54.32% in FY 2023 to 54.53% in FY 2024, with a further increase to 55.00% projected in
FY 2025.
The agriculture sector saw an acceleration, with growth increasing from 2.66% in FY 2024 to 4.59% in FY 2025.
However, its contribution to GVA declined marginally from 14.66% in FY 2024 to 14.41% in FY 2025. Overall,
Gross Value Added (GVA) growth moderated to 6.37% in FY 2025 from 8.56% in FY 2024
151
10.33%
7.21%6.26%
2.48%
FY 2023 2nd RE
S e c to r a l G V A G ro w th(a
t c o n sta n t p r ic e s 2 0 1 1 -1
10.82%
8.99%
8.56%
2.66%
FY 2024 1st RE
Agriculture Industry Services
2 )
7.29%5.58%6.37%
4.59%
FY 2025PE
GVA
FY
54.32%
30.18%
15.50%
2023 2nd R E
A
S e cto ral C o n trib u tio
54.53%
30.81%
14.66%
FY 2024 1st R E
griculture Industry
n to G V A
Services
55.00%
30.58%
14.41%
FY 2025PE2.3 Annual & Monthly IIP Growth
Industrial sector performance as measured by IIP index shows moderation in FY 2025, recording a 3.95% against
5.92% in FY 2024. The manufacturing index shown moderation by 3.94% in FY 2025 against 5.54% year-on-
year growth in FY 2024. Mining sector index too moderated by 2.95% in FY 2025 against 7.51% in the previous
years while the Electricity sector Index, also witnessed moderation of 5.09% in FY 2024 against 7.07% in the
previous year.
Source: Ministry of Statistics & Programme Implementation (MOSPI)
152Overall month IIP index growth grew to 6.5% in March 2025 against 2.1% growth in the February 2025. Both
manufacturing and mining index witnessed an improvement in March 2025 over the previous month as well as
against January 2025 while growth in electricity Index improved considerably against previous year.
2.4 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 6.13% year-on-year growth against 8.78% yearly growth in FY 2024,
taking the GFCF to GDP ratio measured to 33.40%.
Quarterly Capital Investment Trend in India
GFCF (y-o-y) Investment To GDP Ratio
66.52%
34.15% 33.43% 31.54% 34.43% 34.91% 33.58% 32.11% 34.00% 34.52% 34.31% 32.06% 33.28% 34.58% 34.37% 31.91%
15.30% 16.00%
3.60% 6.37% 6.43% 6.73% 5.58% 8.44% 11.71% 9.34% 6.05% 6.69% 5.78% 5.66%
2 2 2 2 3 3 3 3 - - - - - - -
2 2 2 2 2 2 2 2 3 3 3 3 4 4 4
- 1 Q-1
2
- 2 Q-1
2
- 3 Q-1
2
- 4 Q-1
2
- 1 Q-2
2
- 2 Q-2
2
- 3 Q-2
2
- 4 Q-2
2
2 0 24
2
2 0 24
2
2 0 24
2
2 0 24
2
2 0 25
2
2 0 25
2
2 0 25
2
0 2 0 2 0 2 0 2 0 2 0 2 0 2 0 2 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q
Source: Ministry of Statistics & Programme Implementation (MOSPI)
On quarterly basis, GFCF exhibited a fluctuating trend in quarterly growth over the previous year same quarter.
In FY 2024, the growth rate moderated to 6.47% in March quarter against the previous two quarter as government
went slow on capital spending amidst the 2024 general election while it observed an improvement in Q1 FY 2025
by growing at 7.47% against 6.47% in the previous quarter. Still, the growth rate remained lower compared to the
same quarter in the previous year. The GFCF to GDP ratio measured 31.91% in Q3 FY 2025.
Private Consumption Scenario
153Sources: MOSPI
Private Final Expenditure (PFCE) a realistic proxy to gauge household spending, observed growth in FY 2025 as
compared to FY 2024. However, quarterly data indicated some improvement in the current fiscal as the growth
rate improved over the corresponding period in the last fiscal.
2.5 Inflation Scenario
The inflation rate based on India's Wholesale Price Index (WPI) exhibited significant fluctuations across different
sectors from August 2023 to March 2025. The annual rate of inflation based on all India Wholesale Price Index
(WPI) number is 2.05% (provisional) for the month of March 2025 (over March 2024). Positive rate of inflation
in March 2025 is primarily due to increase in prices of manufacture of food products, other manufacturing, food
articles, electricity and manufacture of textiles etc.
By March 2025, Primary Articles (Weight 22.62%), The index for this major group decreased by 1.07% to 184.6
(provisional) in March 2025 from 186.6 (provisional) for the month of February 2025. Price of crude petroleum
& natural gas (-2.42%), non-food articles (-2.40%) and food articles (-0.72%) decreased in March 2025 as
compared to February 2025. The price of minerals (0.31%) increased in March 2025 as compared to February
2025.
Moreover, power & fuel, the index for this this major group decreased by 0.91% to 152.4 (provisional) in March
2025 from 153.8 (provisional) for the month of February 2025. Price of electricity (-2.31%) and mineral oils (-
0.70%) decreased in March 2025 as compared to February 2025. The price of coal remained same as in the
previous month.
Furthermore, Manufactured Products (Weight 64.23%), the index for this major group increased by 0.42% to
144.4 (Provisional) in March 2025 from 143.8 (Provisional) for the month of February, 2025. Out of the 22 NIC
two-digit groups for manufactured products, 16 groups witnessed an increase in prices, 5 groups witnessed a
decrease in prices and 1 group witnessed no change in prices. Some of the important groups that showed month-
154
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manufacturing and machinery and equipment etc. Some of the groups that witnessed a decrease in prices were
manufacture of textiles; chemicals and chemical products; computer, electronic and optical products; printing and
reproduction of recorded media and furniture etc in March 2025 as compared to February 2025.
Source: MOSPI, Office of Economic Advisor
Retail inflation rate (as measured by the Consumer Price Index) in India showed notable fluctuations between
August 2023 and March 2025. Overall, the national CPI inflation rate increased to 9.94% in August 2023 but
moderated to 2.69% by March 2025, indicating a gradual easing of inflationary pressures across both rural and
urban areas. Rural CPI inflation peaked at 9.67% in August 2023, declining to 2.82 % in March 2025.
Urban CPI inflation followed a similar trend, rising to 10.42% in August 2023 and then dropping to 2.48% in
March 2025. CPI measured above 6.00% tolerance limit of the central bank since July 2023. As a part of an anti-
inflationary measure, the RBI has hiked the repo rate by 250 bps since May 2022 and 8 Feb 2023 while it held the
rate steady at 6.50 % till January 2025. In February, RBI reduced the repo rate for the first time in the last 5 year
by 25 basis point to 6.25% from 6.50% previously.
155
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%
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5 .9 7 %
3 .7 5 %
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%Sources: CMIE Economic Outlook
2.6 Growth Outlook
India’s H1 FY2024-25 GDP slowdown is cyclical, influenced by credit tightening and delayed fiscal spending,
but strong fundamentals should drive growth in the latter half. The continuity of the NDA government supports
ongoing reforms, including labour and land reforms, and efforts to control retail inflation by managing food prices.
Inflation eased to 5.5% in November 2024, but risks from high food prices and geopolitical tensions remain. Rural
demand has been resilient due to favourable monsoons and agricultural output, while urban demand faces pressure.
Externally, global geopolitical tensions, including the Gaza conflict, pose risks to global stability. The Indian
rupee weakened in October 2024 but outperformed its peers, supported by RBI interventions and high FX reserves.
Despite this, external pressures, including US monetary policy, will continue to strain the rupee in the near term.
India’s projected GDP growth for CY 2026 is 6.3%, the fastest among major emerging markets, and is expected
to maintain this growth rate through 2030. Inflation is expected to slow, with improvements in infrastructure,
digital technology, and ease of doing business supporting long-term growth. The Union Budget 2025-26 also
targets a reduced fiscal deficit of 4.4% (lower than the revised estimate of 4.8% of GDP in 2024-25), highlighting
India’s capacity to grow while adhering to fiscal goals. Capital expenditure has been significantly boosted,
projected at 3.4% of GDP (INR 11.1 trillion) for FY2025-26, the highest in 21 years. Investments in port
connectivity and commodity corridors aim to enhance manufacturing competitiveness and achieve export targets.
With a focus on stimulating demand, driving investment and ensuring inclusive development, the budget
introduces measures such as tax relief, increased infrastructure spending and incentives for manufacturing and
clean energy. These initiatives aim to accelerate growth while maintaining fiscal discipline, reinforcing India’s
long-term economic resilience. The expansion of tax relief i.e. zero tax liability for individuals earning up to INR
12 lacs annually under the new tax regime is expected to strengthen household finances and, consequently, boost
consumption.
3. OVERVIEW OF ENERGY SECTOR
The global energy sector is entering a transformative phase, shaped by growing populations, rising consumption, energy
security concerns, and the urgent need to address climate change. The world’s population is expected to reach around 8.5
billion by 2030 and 9.7 billion by 2050, with much of this growth occurring in regions like Africa, India, and Southeast
Asia driving a significant increase in energy demand, particularly in emerging markets. While demand remains relatively
stable in Organization for Economic Cooperation and Development (OECD) countries, rapid growth is evident in
developing regions such as India, Southeast Asia, Africa, and the Middle East.
The energy landscape is evolving with dynamic markets and shifting consumption patterns. Governments and institutions
are under pressure to ensure reliable, affordable, and sustainable energy supply. The COP28 commitments to limit global
warming to below 1.5°C reinforce the need for a low-carbon transition. In 2023, global energy markets began to stabilize
following the 2022 energy crisis, with declining natural gas prices, especially in Europe. Global energy demand rose by
2.1%, but is expected to slow to 0.7% annually through 2030, with growth concentrated in emerging economies.
India plays a crucial role in this evolving landscape. As one of the largest and fastest-growing energy consumers, India
relies heavily on coal but is also expanding its use of oil, natural gas, nuclear energy, hydropower, and renewables like
156
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.2 5solar and wind. The Indian government is actively promoting renewable energy to meet increasing demand and
environmental goals, with oversight by multiple ministries and state-level departments.
The joint Modi-Trump statement marks a strategic pivot toward fossil fuel cooperation, with Trump announcing
increased U.S. oil and gas exports to India aligned with his “Drill, Baby, Drill” agenda. Modi emphasized energy
security and diversification to reduce dependency. The statement also included collaboration on nuclear energy,
particularly small modular reactors (SMRs), offering economic and technological benefits for both nations.
While the focus shifted away from previous clean energy commitments under the Strategic Clean Energy
Partnership (SCEP), climate efforts were not entirely dismissed. Initiatives like the U.S.-India partnership with
Indian Railways targeting net-zero emissions by 2030 were acknowledged. However, Trump's reiteration of the
U.S. withdrawal from the Paris Agreement signals a continued prioritization of fossil fuels.
The move raises concerns about global emissions, as oil and gas account for a significant share of CO₂ emissions.
Nevertheless, the agreement offers economic and geopolitical opportunities, with enhanced trade, technological
collaboration, and energy innovation. Ultimately, the statement reflects a balancing act between energy security
and environmental sustainability, strengthening bilateral ties while potentially challenging global climate goals
3.1 India’s Energy Sector: Historical Investments and Future Growth Forecast
India's power sector has undergone substantial growth and transformation over the last several years, driven by a
combination of government policies, technological advancements, and a strong push toward sustainable energy source.
Renewable energy sources, such as solar and wind, has started playing an increasingly prominent role in the country's
energy mix. Although, traditional sources like coal and gas continue to be a significant part of the energy landscape, their
share is gradually decreasing. This shift represents India's commitment to enhancing energy security, promoting
environmental sustainability, and meeting international climate targets.
Installed Generation Capacity (in GW)
475 472
442
416
399
371 384
CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025 CY 2026
Source: Central Electricity Authority of India & National Power Portal, GW - Giga Watt
India's power sector has seen impressive growth, from 371 GW in 2019 to a projected 441 GW by 2025. The increase in
capacity comes from both traditional and renewable energy sources, with a noticeable shift towards a cleaner, greener
energy mix. The push for renewable energy has been a key driver, supported by government policies, technological
advancements, and international climate goals.
The rising investments in energy capacity expansion are being driven by both government initiatives and private sector
engagement, which are essential for meeting India’s growing energy needs, achieving sustainability targets, and ensuring
long-term energy security.
Over the last 5 years, India's energy sector has seen significant investments which is the renewable energy sector in India
received a record investment of USD 14.5 billion in FY 2022, marking a 125% increase compared to the previous year.
Between 2019 and 2024, India added approximately 18.48 GW of renewable energy capacity. Between April 2020 to
September 2024, the renewable energy sector attracted ~ USD 20 billion in Foreign Direct Investment (FDI).
Primarily in expanding renewable energy capacity, with a strong emphasis on solar power. Government initiatives such
as the "National Solar Mission" and "Production Linked Incentive (PLI)" schemes have played a key role in driving this
growth. As a result, the country has witnessed a substantial increase in installed renewable energy capacity, with the
Ministry of New and Renewable Energy (MNRE) reporting notable expansion in both solar and wind power generation.
Energy sector investments over the past years in India:
157Investment (USD Billion)
119
92
82
2016-20 2021-23 2024
Source: D&B Research
Growth Forecast: India’s Energy Sector:
India’s energy sector is witnessing remarkable growth, driven by ambitious government policies and significant
investments in renewable energy. As of January 2025, the country's non-fossil fuel energy capacity has surged to 217
GW, with renewable sources contributing around 209 GW. Solar energy has seen a steep rise—growing from just 2.8
GW in 2014 to an estimated 100 GW in 2025, now accounting for approximately 46% of the non-fossil fuel capacity.
This reinforces solar energy’s role as the cornerstone of India’s clean energy transition
According to the International Energy Agency (IEA), India's electricity generation is expected to grow significantly, with
forecasts showing 1.6 times increase from 2021 to 2030, driven by strong economic activity and a growing renewable
energy sector, making India one of the fastest growing energy markets globally; with most of this new demand expected
to be met by renewables like solar power.
Due to the rising energy demand of energy sector, the Indian government has planned a significant expansion of
renewable energy capacity. From the fiscal year 2023-24 to 2027-28, the country aims to add 50 GW of renewable energy
capacity each year. This initiative is part of a broader strategy to achieve a total installed capacity of 500 GW from
non-fossil fuel sources by 2030. The plan focuses on increasing solar, wind, hydro, and bioenergy capacity to reduce
dependence on conventional fossil fuels and support the transition to a cleaner energy mix. This large-scale expansion
aligns with India's long-term sustainability goals and commitment to reducing carbon emissions.
Further, by December 2024, India’s total installed renewable energy capacity reached 209.44 GW, marking a 15.84%
increase from the previous year, reflecting the nation’s commitment to clean energy. With India’s primary energy demand
expected to nearly double to 1,123 million tonnes of oil equivalent by 2040, in line with a projected GDP growth to USD
8.6 trillion, the country is preparing for a massive scale-up in energy infrastructure.
In the fossil fuel sector, India’s refining capacity has expanded from 215.1 MMTPA to 256.8 MMTPA over the past
decade and is set to reach 309.5 MMTPA by 2028. Additionally, the Exploration and Production (E&P) sector is projected
to offer investment opportunities worth USD 100 billion by 2030, according to Minister of Petroleum & Natural Gas,
Mr. Hardeep Singh Puri.
Fiscal allocation for solar power grid development in India
8,500
4,970
FY 2024 FY 2025
158Source: D&B Research
Recognizing the need for infrastructure expansion, the Union Budget 2025–26 allocated INR 1,500 crore under the
programme component for solar power grid development a notable reduction from the INR13,000 crore allocated in the
Revised Budget 2024 25. While this marks a shift in short-term fiscal priorities, India’s broader commitment to clean
energy remains strong. Leading Indian conglomerates have announced investment plans totalling USD 800 billion
(₹67.42 lakh crore) across green hydrogen, renewable energy, semiconductors, and electric vehicles (EVs), reinforcing
the nation’s long-term vision for a sustainable and resilient energy future.
The country’s ethanol blending rate with petroleum reached an estimated 11.5% in 2023 and is on track to achieve 20%
blending by FY 2026. Additionally, India has several upcoming refinery and petrochemical projects, including
expansion initiatives for existing refineries, with plans to double its refining capacity from 5 million barrels per day
to 10 million barrels per day by FY 2030E.
Key Schemes
Driving Green
Energy
Foreign Direct
Investment (FDI)
Climate
Commitments &
Policy Framework
Changing Consumer
Demand & Market
Trends
Key Schemes Driving Green Energy: Initiatives such as the National Green Hydrogen Mission, PM-KUSUM, PM
Surya Ghar, and the Production-Linked Incentive (PLI) Scheme for Solar PV Modules are designed to accelerate the
adoption of clean energy. Investments in modernizing smart grids and developing energy storage solutions are crucial for
managing the intermittent nature of renewable energy sources
Foreign Direct Investment (FDI) in the Energy Sector: The allowance of 100% FDI through the automatic route for
renewable energy projects is attracting global investors to India. Key international stakeholders are investing in projects
related to solar energy, wind power, green hydrogen, and battery storage, thereby strengthening India’s clean energy
sector.
Climate Commitments & Policy Framework: India has pledged to reduce its carbon intensity by 45% by 2030, aiming
to cut the emissions intensity of its GDP by 45% compared to 2005 levels. Policies such as carbon trading, renewable
purchase obligations (RPOs), and incentives for emission reduction are expediting the transition to cleaner energy
sources. India is promoting the adoption of green hydrogen to decarbonize industries and reduce dependence on fossil
fuels.
Changing Consumer Demand & Market Trends: Increasing energy demand, urbanization, and greater environmental
awareness are driving industries and consumers toward adopting solar rooftops, electric mobility, and energy-efficient
solutions. The promotion of ethanol blending (with a target of 20% by 2025) and the increasing adoption of electric
vehicles (EVs) are reshaping patterns of fuel consumption.
The swift expansion of renewable energy, green hydrogen, electric mobility, and energy storage is transforming India's
energy landscape, decreasing dependence on fossil fuels and strengthening energy security. Backed by favourable FDI
policies, carbon pricing strategies, and large-scale infrastructure advancements. Moving forward, sustained investments,
technological advancements, and policy-driven initiatives will be crucial in ensuring a resilient, cost-effective, and
sustainable energy ecosystem, paving the way for India's transition to a low-carbon economy.
3.2 Key Energy Sources & Contribution to Global Energy Consumption
The Asia-Pacific region, led by China, India, Indonesia, and Australia, contributed nearly 80% of global coal production,
with coal consumption surpassing 164 exajoules (EJ) for the first time. China remained the largest coal consumer (56%),
159while India’s usage exceeded that of Europe and North America combined. Oil demand rebounded sharply in 2023,
driven by China’s post-COVID reopening. Renewables accounted for 14.6% of global primary energy, and together with
nuclear, made-up 18%, with solar and wind at 8%, hydro at 6%, and nuclear at 4%.
Global Energy Mix 2023
8%
4%
Oil
6%
33%
Coal
Natural Gas and Oil
Hydro electric
23%
Nuclear
Other Renewables
26%
Source: International Energy Agency (IEA) Here's a breakdown of the global energy mix in 2023:
Oil remains the dominant energy source, constituting approximately one-third of global energy consumption, and is
essential for transportation, industrial processes, and heating. Despite the push for electric vehicles and alternative fuels,
oil's high energy density and established infrastructure maintain its dominance. Coal stands as the second-largest energy
source, primarily used for electricity generation and industrial sectors like steel and cement production. Despite developed
nations phasing out coal due to its high carbon emissions, it remains a primary energy source in countries such as China
and India, where there are increasing demands for electricity and industrial production.
Natural gas is a significant part of the global energy mix because it has lower carbon emissions compared to coal and oil.
It is used for electricity generation, heating, and as an industrial raw material. Liquefied Natural Gas (LNG) has also
become important, facilitating energy transport to regions that have limited natural gas reserves. Hydropower is a well-
established renewable energy source, providing a stable electricity supply, especially in regions with plentiful water
resources. However, large dam construction can lead to habitat destruction and community displacement, raising
environmental and social concerns.
Nuclear energy, while contributing a smaller portion, is a crucial source of low-carbon electricity that provides a stable
and continuous power supply, unlike weather-dependent sources like solar and wind. However, concerns about
radioactive waste, safety, and high initial costs have limited its growth in some countries. Other renewables, including
solar, wind, biomass, and geothermal energy, are expanding due to technological advances, lower costs, and government
support. Wind and solar are playing an increasingly significant role in electricity generation, especially in Europe, the US,
and China.
The global energy landscape is marked by the continued dominance of coal and oil, particularly in Asia, despite a growing
shift toward renewables. While coal consumption reached record highs, driven largely by China and India, oil demand
rebounded with the easing of COVID-19 restrictions. At the same time, renewables and nuclear energy made steady
gains, together for global primary energy consumption. This highlights the ongoing energy transition, where fossil fuels
remain essential, but cleaner energy sources are gradually expanding their share.
3.3 Overview of Indian Energy Mix: Contribution by Key Energy Sources.
India's energy mix is undergoing a gradual transformation, with renewable energy capacity now nearly matching coal.
While fossil fuels, especially coal, still dominate, the government's aggressive push for renewables is reflected in the
growing share of clean energy sources. Hydropower remains a significant contributor, providing stable electricity,
whereas natural gas and nuclear energy continue to play smaller roles. Although natural gas is cleaner than coal, its share
remains relatively low; the government aims to increase this to 15% by 2030 through infrastructure expansion and
investments in liquefied natural gas (LNG).
160India's Energy Mix in % 2023
Renewable Energy Coal
Sources 41%
43%
Nuclear Natural Gas and Oil
Hydroelectric
1% 6%
9%
Source: D&B Research
India's renewable energy sector has experienced substantial growth, reaching a total capacity of 209.44 GW, which
constitutes 43% of the nation's overall installed power capacity. Solar power is a leader, accounting for 90.76 GW, driven
by governmental initiatives such as the Solar Mission and rooftop solar programs. Wind power contributes significantly
with 47.36 GW, supported by favourable wind conditions, especially in Tamil Nadu, Gujarat, and Maharashtra. Bio
power accounts for 11.35 GW, utilizing biomass and waste-to-energy projects, thus bolstering India's sustainability
objectives by using agricultural and industrial waste. Small hydro power, with a capacity of 5.10 GW, is essential for
decentralized electricity generation, particularly in hilly and rural regions. Collectively, these renewable energy sources
strengthen India's energy security, decrease reliance on fossil fuels, and support its commitments to combating climate
change.
Nuclear energy accounts for a small fraction of India's power generation but offers a stable, low-carbon source of
electricity, with expansion plans in place to increase nuclear capacity, though high costs and regulatory challenges slow
its growth.
India's energy transition is evident in the increasing share of renewables, aligning with its climate goals and sustainability
commitments. However, the high dependence on coal underscores the challenges of achieving a fully green energy
transition. Future policies and investments will determine how quickly India can shift toward a cleaner, more sustainable
energy mix while ensuring energy security and economic growth.
3.4 Energy Consumption Pattern in India: Consumption by Key Sectors
The country's current energy consumption is primarily concentrated in domestic cooking and lighting, agriculture,
transport, and industrial sectors. India's energy mix comprises various resources, including renewables, with coal being
the dominant source, followed by petroleum and traditional biomass. In the fiscal year 2022-23, India's per capita
electricity consumption was recorded at 1,014.83 kilowatt-hours (kWh). As of February 2024, the country's total
installed power capacity reached 434,195 MW.
Sector-wise energy consumption in India till 2024:
161Source: National Institution for Transforming India (NITI Aayog)
Sector-wise Electricity Consumption
7%
2%
8%
Industry
Domestic (Residential)
42%
Agriculture
17%
Commercial
Traction & Railways
Others
24%
Source: Energy Statistics India
In India, the industrial sector leads electricity consumption at 41%, with iron and steel being highly energy intensive. The
domestic sector follows with 26% and the highest growth rate, while agriculture accounts for 18%. Commercial use
stands at 8.29%, railways at 1.51%, and other sectors like government and defence make up 5.6%. Key challenges include
limited electricity access for about a quarter of the population, heavy reliance on energy imports, and stark urban-rural
energy use disparities.
3.5 Climate Change Initiatives in India & its Impact on India’s Energy Landscape
India's energy sector is at a crossroads, balancing the need for economic growth with environmental sustainability. The
country's ambitious renewable energy targets and policy initiatives reflect a strong commitment to mitigating climate
change. However, challenges such as continued reliance on fossil fuels and the need for workforce upskilling must be
addressed to achieve a sustainable and inclusive energy transition. India's goal is to achieve net-zero carbon emissions by
2070.
India has been actively implementing climate change initiatives to transition towards a more sustainable energy future.
These include expanding renewable energy capacity, particularly solar and wind power, aiming for 500 GW of non-fossil
fuel energy by 2030. The country is also pushing for greater energy efficiency, promoting electric vehicles (EVs), and
enhancing carbon capture technologies. These efforts are reshaping India's energy consumption patterns by reducing
reliance on coal, promoting cleaner energy sources, and increasing the share of renewables in the energy mix. As a result,
India's carbon emissions are expected to gradually decrease, though challenges remain due to growing energy demands
and the need for technological advancements.
162India’s Commitment to Climate Change Mitigation:
•In 2016Indiahadpledgedto reduceitscarbon intensity(CO2emissionsper
unit of GDP) by 33-35% by 2030, compared to 2005 levels. Additionally,
Paris Agreement
India had planned to achieve 50% of its energy capacity from non-fossil fuel
sourcesby2030.
•In 2008 India’s NAPCC outlines eight national missions focusing on various
sectors,includingenergyefficiency,renewableenergy,sustainableagriculture,
National Action Plan on
and water conservation. Among these, the National Mission for Enhanced
Climate Change (NAPCC)
Energy Efficiency and the National Solar Mission are crucial in transforming
theenergysector.
•In 2023, India set a target to achieve 500 GW of non-fossil fuel energy
Renewable Energy Targets capacity by 2030, marking a major milestone in its transition to clean energy
sources.
Transition to Renewable Energy: The growing investment in renewable technologies and grid integration has made
renewable energy more feasible and reliable in India, helping to reduce dependence on coal and other fossil fuels. With
a focus on rural electrification, India is promoting decentralized renewable energy solutions like solar-powered
microgrids, which are aiding in reducing energy poverty while advancing sustainable development goals.
Phasing Out Fossil Fuels: While coal remains a critical part of India's energy mix due to its affordability and availability;
India has committed to phasing out inefficient and polluting coal plants. The country is also looking to increase the
efficiency of existing coal plants through carbon capture and storage (CCS) technologies. India is exploring the use of
carbon pricing mechanisms, such as carbon taxes or cap-and-trade systems, to reduce reliance on fossil fuels.
Additionally, energy subsidies, particularly for coal, are being reformed to encourage more sustainable energy
consumption patterns.
Insights on India-United States (US) Energy Trade Partnership 2025: Recent joint statement between Indian
Prime Minister Narendra Modi and U.S. President Donald Trump signals a notable shift in the Indo-US energy
partnership. This announcement follows a series of meetings and agreements aimed at bolstering bilateral
relations, particularly within the energy sector. The renewed emphasis on fossil fuels marks a clear divergence
from the "clean energy transition" initiatives that characterized Modi's meeting with ex-President Biden in 2024.
Expected changes in Energy Mix in India: India’s energy sector is on a transformative path towards sustainability,
driven by proactive government policies, growing foreign direct investment (FDI), and the country’s commitment to
climate goals under international frameworks. By 2030, India aims to achieve 500 GW of installed non-fossil fuel
capacity, significantly altering its energy mix.
Renewable energy especially solar and wind is expected to play an increasingly dominant role, substantially reducing
India’s reliance on coal and oil. While coal will remain critical in the near term, particularly for industrial use and base-
load power generation, its share in the overall mix is projected to decline. The intermittent nature of renewables is being
addressed through large-scale investments in battery storage systems and grid modernization initiatives, ensuring stability
and reliability in power supply. This shift not only represents a move toward cleaner energy but also highlights India’s
strategic approach to energy security, environmental sustainability, and economic growth.
3.5.1 Global Climate Change Initiative: COP 29
COP 29 represents the 29th Conference of the Parties (COP) under the United Nations Framework Convention on
Climate Change (UNFCCC). This annual global climate summit brings together world leaders, policymakers, scientists,
and activists to deliberate and negotiate strategies for addressing climate change and advancing global climate action.
The COP 29 Presidency has officially launched the COP 29 Energy Initiatives, inviting endorsements for key pledges,
including the COP 29 Global Energy Storage and Grids Pledge, the COP 29 Green Energy Zones and Corridors Pledge,
and the COP 29 Hydrogen Declaration. Additionally, the Presidency highlights the critical link between climate change,
conflict, and humanitarian needs through the Baku Call on Climate Action for Peace, Relief, and Recovery and the
163establishment of the Baku Climate and Peace Action Hub.
During a High-Level Roundtable on Green Energy, Hydrogen, and Global Energy Storage and Grids, the COP 29
Presidency officially launched three key energy initiatives, urging endorsements from Party and non-Party stakeholders.
These initiatives aim to build on the outcomes of the first Global Stocktake on renewable energy and hydrogen. The
initiatives include:
• COP 29 Global Energy Storage and Grids Pledge – Endorsers commit to a collective goal of deploying 1,500
GW of energy storage globally by 2030, which is over six times the capacity of 2022. Additionally, they pledge to
add or refurbish 25 million kilometres of grids by 2030, acknowledging the need for an additional 65 million
kilometres by 2040.
• COP 29 Green Energy Pledge: Green Energy Zones and Corridors – Endorsers commit to developing green
energy zones and corridors that will connect high-generation green energy sources with the communities that need
them most. This will involve building larger intraregional and interregional interconnected power grids to enable
cost-effective and secure electricity transmission over long distances.
• COP 29 Hydrogen Declaration – Endorsers pledge to scale up renewable, clean/zero-emission, and low-carbon
hydrogen production while accelerating the decarbonization of existing hydrogen production from unabated fossil
fuels. The initiative aims to significantly increase green hydrogen production from its current level of one million
tonnes per year while reducing the 96 Mt of hydrogen currently produced from unabated fossil fuels.
• COP 29 CCUS Policies, Finance, and Technology- At COP 29, discussions on Carbon Capture, Utilization, and
Storage (CCUS) will focus on scaling up global commitments, financing, and technological advancements.
Strengthening policies within Nationally Determined Contributions (NDCs), increasing financial support through
climate funds and carbon credits, and expanding CCUS infrastructure, including CO₂ transport and storage networks,
will be key priorities. Advancements in direct air capture (DAC), bioenergy with carbon capture (BECCS), and CO₂-
based products will be explored to enhance efficiency and cost-effectiveness.
• COP 29 CCUS for Developing Nations and Industrial Decarbonization - Developing nations will receive
attention for technology transfer, capacity-building, and financial aid to integrate CCUS into their sustainable
development goals (SDGs). Regulatory frameworks ensuring safe CO₂ storage, monitoring, and legal clarity will be
discussed, alongside public awareness initiatives to address concerns. Industry participation, particularly in high-
emission sectors like cement, steel, and oil & gas, will be emphasized to align CCUS with corporate net-zero
strategies and global decarbonization efforts.
• COP 29 CCUS Waste to Energy - At COP 29, discussions on Waste-to-Energy (WTE) focused on its role in
reducing landfill waste, cutting methane emissions, and supporting clean energy transitions. Key areas included
policy enhancements, technological advancements, and green financing to scale up WTE projects, particularly in
developing nations. Challenges like air pollution, public acceptance, and regulatory frameworks were addressed to
ensure sustainable implementation. Emphasis was placed on capacity-building, technology transfer, and industry
collaboration to integrate WTE into Nationally Determined Contributions (NDCs) and global net-zero strategies.
Key opportunities for COP 29 to showcase progress in energy transitions and contribute to limiting global temperature
rise include:
• Expanding energy storage and electricity grids, with a target of achieving 1,500 GW of energy storage capacity by
2030, while accelerating the development and modernization of electricity grids.
• Enhancing clean energy investment in developing economies, which requires a threefold increase in annual
concessional funding, reaching USD 115 billion by 2030.
• Aligning the next round of Nationally Determined Contributions (NDCs) with the Global Stocktake (GS) outcomes,
ensuring climate action is data-driven and effective.
• The International Energy Agency (IEA) expects global clean energy investment to exceed USD 2 trillion for the first
time in 2024.
3.5.2 Regulatory Landscape: Clean Energy and Energy Generation
The Indian government has implemented several initiatives to promote clean energy and accelerate the transition towards
a sustainable and low-carbon future. Programs like the National Solar Mission and PM-KUSUM aim to expand solar
energy adoption, while the National Green Hydrogen Mission focuses on developing green hydrogen as an alternative
fuel. The Renewable Energy Development Agency (IREDA) facilitates funding for clean energy projects, and the
Production-Linked Incentive (PLI) scheme supports domestic manufacturing of solar PV modules and batteries.
Additionally, policies like the Energy Conservation Act and Perform, Achieve, and Trade (PAT) scheme drive energy
164efficiency across industries. To promote decentralized clean energy, the PM Surya Ghar: Muft Bijli Yojana aims to install
rooftop solar panels in households. The government is also strengthening grid infrastructure through initiatives like the
Green Energy Corridors, enabling seamless integration of renewable energy into the national grid. Furthermore, India is
actively participating in global collaborations, such as the International Solar Alliance (ISA) and the COP 29 Energy
Initiatives, to scale up clean energy investments and innovation.
Climate Change Initiatives
India has implemented several climate change initiatives that have significantly influenced its energy consumption
patterns and energy mix. These efforts aim to enhance energy efficiency, increase the share of renewable energy, and
reduce greenhouse gas emissions.
Energy Efficiency Renewable Energy Other Initiatives
Energy Conservation Act National Bioenergy
(2001) Programme (2022)
Carbon Credit Trading
Scheme (2023)
National Green Hydrogen
UJALA (2015)
Mission (2023)
Perform, Achieve and PM Surya Ghar: Muft Bijli
Trade (2012) Yojana (2024)
Carbon capture and
storage
Bureauof Energy Efficiency
PM-KUSUM (2019)
(2002)
Hence, India's energy initiatives focus on improving efficiency and expanding renewable energy. Key programs include
the Energy Conservation Act, UJALA LED scheme, and PAT for energy efficiency, along with the National Bioenergy
Programme, National Green Hydrogen Mission, and PM-KUSUM for renewable energy. Additionally, Carbon Credit
Trading Scheme and Carbon Capture and Storage technology address emissions and climate change.
Renewable Energy Initiatives:
These initiatives aim to expand India's renewable energy capacity and transition toward cleaner energy sources.
➢ National Bioenergy Programme: Promotes bioenergy solutions like biogas and biomass power.
➢ National Green Hydrogen Mission: Supports the production and use of green hydrogen as an alternative fuel.
➢ PM Surya Ghar: Muft Bijli Yojana: A scheme to provide free electricity through solar power for households.
➢ PM-KUSUM: A program to encourage farmers to adopt solar-powered irrigation and reduce reliance on diesel.
Other Initiatives: These additional policies aim to mitigate climate change by regulating carbon emissions and adopting
advanced technologies.
➢ Carbon Credit Trading Scheme: Establishes a carbon market to incentivize industries to reduce emissions.
➢ Carbon Capture and Storage (CCS): A technology-driven approach to capturing and storing CO₂ emissions
from industries and power plants.
Impact on India’s energy consumption pattern / energy mix
In 2021-22, energy efficiency initiatives in India led to substantial improvements, including energy savings of 44.43
million tonnes of oil equivalent (Mtoe) and a corresponding reduction of about 280.77 million tonnes of CO₂
emissions. India's renewable energy sector has also grown, with an installed capacity of approximately 209.44 GW as of
August 2024 and plans to add 35 GW of solar and wind energy by March 2025.Additional context:
• Energy Savings: Energy savings from national schemes in FY 2023 resulted in 50.8 MTOE savings, equally
divided between thermal and electrical savings. In the absence of energy efficiency measures, India’s energy
consumption in 2022-23 would have been 6.6% higher, equivalent to the energy demand of Tamil Nadu.
165• Economic Impact: Energy efficiency initiatives have had a significant economic impact, with cost reductions of
INR 1.84 lakh crore reported in FY 2023, about 1.1% of India’s GDP.
• Energy Intensity Reduction: India's energy intensity decreased by 19.85% from 0.2801 Mega joules per rupee in
FY 2013 to 0.2245 Mega Joules in FY 2022.
• Renewable Energy Targets: India is committed to reducing the emission intensity of its GDP by 45% by 2030
from 2005 levels and has increased its cumulative energy savings targets to 150 MTOE by 2030.
India's energy consumption landscape is undergoing a significant transformation, driven by both energy efficiency
measures and the expansion of renewable energy sources. These efforts are not only leading to substantial energy savings
and reduced carbon emissions but also contributing to economic growth and a decreased energy intensity. As India
continues to pursue its ambitious renewable energy targets and implement energy-efficient practices, it is poised to
achieve a more sustainable and secure energy future.
Key Regulations / Policies Impacting the Energy Generation Sector in India.
India's energy generation sector is governed by a framework of regulations and policies aimed at promoting sustainable
development, enhancing energy security, and increasing the adoption of renewable energy source
166The Electricity Act, 2003: This foundational law consolidates regulations regarding
electricity generation, transmission, distribution, and trading, promoting competition,
protectingconsumerinterests,andensuringelectricitysupplytoallareas.Itenablesthe
formulation of the National Electricity Policy, rural electrification, open access in
transmission, phased open access in distribution, and the establishment of State
ElectricityRegulatoryCommissions(SERCs).
National Electricity Policy: Formulated under the Electricity Act, 2003, this policy
provides guidelines forthe accelerateddevelopmentof the power sector. Its objectives
include ensuring electricity access for all, meeting demand fully, supplying reliable and
qualitypoweratreasonablerates,andincreasingpercapitaelectricityavailability.
y
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r
e
n
Ea
rid
National Electricity Plan (2022-32): Prepared by the Central Electricity Authority, this
on
f sI
n
planprojectsIndia'selectricitydemandandoutlinesstrategiestomeetit.Itemphasizes
e
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iloi
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c
r pe en ae kw ea leb cle trie cn ite yr dg ey mad ao ndpt aio tn 2, 7s 7o .2la Gr Wroo foft ro 2p 0s, 26a -n 2d 7g ar ne den 36h 6y .d 4r Gog Wen fop rr 2o 0d 3u 1c -t 3io 2n ., projecting
Pe
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ae
lun
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R
y BiddingTrajectoryforRenewableEnergyPowerProjects:TheMNREhasestablishedan
e
K annualbiddingtrajectoryof50GWofrenewablecapacityuntilFY2028,withatleast10
GWperannumreservedforwindprojects,promotingadiversifiedenergymix.
Scheme for Flexibility in Generation and Scheduling: Introduced by the Ministry of
Power, this scheme allows thermal and hydro power stations to bundle with renewable
energy and storage power to provide flexibility in generation and scheduling, enhancing
gridstabilityandpromotingrenewableenergyintegration.
Impact
• Production-linked incentives (PLI): PLI schemes for solar panel manufacturing and battery storage aim to boost
domestic production and reduce reliance on imports.
• Carbon pricing: Carbon tax or cap-and-trade policies internalize the environmental damages caused by carbon
dioxide emissions.
These policies collectively aim to transform India's energy landscape by promoting renewable energy adoption, ensuring
efficient energy distribution, and meeting the country's growing energy demands sustainably. Other important aspects of
India's energy policy include promoting the generation of renewable energy, enabling open access for consumers to
choose their electricity supplier, and increasing penalties for non-compliance with regulations. The government is also
focused on maximizing the production of green hydrogen and enhancing the cost-competitiveness of green hydrogen.
3.5.3 Expected Growth in Energy Demand in India (2030 Scenario)
167India's energy demand is projected to grow significantly in the coming years, driven by rapid economic expansion and
urbanization. The International Energy Agency (IEA) forecasts that India's natural gas demand will increase by nearly
60%, reaching approximately 103 billion cubic meters annually by 2030. To meet this rising demand, liquefied natural
gas (LNG) imports are expected to double to around 65 billion cubic meters per year.
Electricity consumption is also set to rise, with an anticipated annual growth rate of over 6% until 2026, propelled by
strong economic activity and increased adoption of air conditioning. In response, India is scaling up investments in
renewable energy, aiming to achieve net-zero emissions by 2070. This ambitious goal requires an average annual
investment of USD 160 billion across the energy sector through 2030, a threefold increase from current levels. These
efforts underscore India's commitment to diversifying its energy mix and enhancing energy security.
India's energy demand is projected to surpass domestic supply, accounting for 30% of global energy demand growth by
2035. Energy remains vital to India's development goals, including electrification and infrastructure expansion. While
India will continue to rely on energy imports, particularly for fossil fuels, it also presents opportunities for energy
efficiency solutions and renewable technologies.
In terms of key commodities, India will remain heavily dependent on oil and gas imports. Although it aims for long-term
self-sufficiency in thermal coal, imports will be necessary in the medium term. India's ability to capitalize on these
opportunities hinges on its reform trajectory. Balancing rapid energy transition, self-sufficiency, security, and climate
commitments will be challenging, yet reflects its policy priorities. The political imperative to provide affordable electricity
for all will significantly shape future reforms.
However, India's energy sector is marked by inefficient policies, supply constraints, and a lack of transparent pricing,
which hinder investment. Distribution remains a major bottleneck, outweighing capacity issues. While political realities
may result in gradual rather than sweeping reforms, India is actively working to address these challenges.
3.6 Key Threats & Challenges Facing Energy Sector.
In 2025, India's energy sector grapples with the dual challenge of meeting its rapidly growing demand while transitioning
towards a more sustainable and cleaner energy future. The country continues to rely heavily on fossil fuels, particularly
coal, which accounts for over 70% of its electricity generation, posing challenges to its net-zero commitments by 2070.
Despite significant progress in renewable energy expansion, integrating variable power sources like solar and wind into
the grid remains a technical and infrastructural challenge. Below are the major Threats and Challenges faced by energy
sector in India:
Meeting Renewable Energy Targets
Heavy Reliance on Imports
Coal Dependency
Oil Market Volatility
Meeting Renewable Energy Targets
India is committed to its ambitious goal of 500 GW of renewable energy capacity by 2030. By March 2024, the
country had installed approximately 209.4 GW of renewable energy capacity. Achieving the 2030 target requires
an annual installation rate of around 50 GW, but in FY2024, India added just over 18 GW. To facilitate the
integration of renewable energy, transmission schemes are being implemented in states like Rajasthan, Gujarat,
Maharashtra, and Tamil Nadu. Initiatives such as the National Green Hydrogen Mission and PM-KUSUM aim to
accelerate renewable energy capacity growth nationwide.
Heavy Reliance on Imports
168India's energy sector is significantly challenged by its heavy reliance on crude oil imports, with over 80% of its crude oil
sourced from foreign countries, making energy security a critical concern. In the first nine months of FY 2025, India's oil
import dependency increased to 88.1%, compared to 87.5% in the same period the previous year. This reliance exposes
India to the volatility of global oil prices, which can adversely affect its trade deficit, foreign exchange reserves, and
inflation rate. In the first half of FY 2025, the crude oil import bill surged by 12%, reaching USD 71.3 billion. To mitigate
this import dependence, the government is actively promoting domestic oil production, the use of biofuels and renewable
energy sources, and improvements in energy efficiency. India's oil demand is projected to grow substantially in FY 2025.
However, ample global oil supplies and slowing Chinese consumption may improve India's bargaining position with
Gulf suppliers.
Coal Dependency 2
Despite growing renewable energy initiatives, coal remains a critical component of India's energy mix, accounting
for 55% of the country's energy needs. Coal's continued importance is due to the intermittent nature of renewable
energy sources and the current lack of sufficient energy storage solutions. To meet the rising demand, the
government has set a coal production target of 1,193.39 MT for the financial year 2025-26, a 10.5 percent increase
from the FY 2025 target of 1,080 MT. Ministry of Coal data indicates that the country produced 988.32 MT of
coal up to December 15th, compared to 918.02 MT during the same period last year, representing a 7.66 percent
increase.
Oil Market Volatility
The oil market in 2025 is expected to remain volatile due to trade uncertainties, geopolitical risks, OPEC+
decisions, and global economic conditions. Supply is projected to exceed demand, driven by increased production
from non-OPEC+ countries, while geopolitical tensions and sanctions could disrupt supply chains. Refinery
challenges and rising global inventories may exert downward pressure on prices. Major banks forecast Brent crude
to range between USD 60-USD 76 per barrel, with fluctuations throughout the year. Traders must adopt risk
management strategies, monitor OPEC+ compliance, and analyse market trends to navigate price uncertainties
effectively.
India's energy sector faces significant challenges, including supply-demand imbalances, dependence on fossil fuel
imports, grid infrastructure limitations, and the need for massive investment in renewable energy. Additionally,
regulatory hurdles, climate change risks, and technological gaps pose further obstacles. However, with strategic
policy interventions, enhanced private sector participation, and a strong push for clean energy, India can overcome
these challenges and achieve a more sustainable, resilient, and energy-secure future.
4. OIL & GAS: INDIA SCENARIO
The oil and gas sector are among the eight core industries in India and plays a major role in influencing the
decision-making for all the other important sections of the economy. India’s economic growth is closely related
to its energy demand, therefore, the need for oil and gas is projected to increase, thereby making the sector quite
conducive for investment. India retained its spot as the third-largest consumer of oil in the world as of 2023.
Oil & Gas Market in India: CY 2021- CY 2031F
2 https://coal.nic.in/en/major-statistics/coal-indian-energy-choice
169Oil & Gas Market Size in India in USD Bn
CAGR
2025-31
CAGR 5.6% 606.7
2021-24 569.1
14.4% 535.9
497.4 506.5
480.5
420.3 438.0 457.7
422.2
280.7
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
The Indian government has introduced several policies to address the growing demand for energy and to boost
investment in the sector. These include allowing 100% Foreign Direct Investment (FDI) in key areas such as
natural gas, petroleum products, and refineries. Additionally, the FDI cap for public sector refining operations has
been raised to 49%, while ensuring that there is no disinvestment or dilution of domestic ownership in existing
Public Sector Undertakings (PSUs).
As a result, India has become an attractive destination for both domestic and international investors, with
prominent companies like Reliance Industries Ltd. (RIL) and Cairn India establishing a presence in the market.
The exploration and production sectors alone are expected to draw around USD 25 billion in investment. India is
already a significant refining hub, home to 23 operational refineries, and further development is planned to
enhance export-oriented infrastructure, including product pipelines and export ports, to attract additional foreign
investment.
According to the IEA (India Energy Outlook 2021), primary energy demand is predicted to nearly double to 1,123
million tonnes of oil equivalent as India's GDP rises to USD 8.6 trillion by 2040.
In the last ten years, India's refining capacity has expanded from 215.1 million metric tons per year (MMTPA) to
256.8 MMTPA. It is expected to rise to 309.5 MMTPA by the year 2028.
India's Estimated Refining Capacity per MMTPA
309.5
256.8
215.1
CY 2013 CY 2023 CY 2028
Source: Ministry of Petroleum
Annual Oil & Gas Demand Pattern in India & Historical Growth Trend
India’s oil and gas sector is expected to continue evolving with a balance between meeting growing demand,
energy security, and sustainability goals. The government has placed substantial emphasis on energy transition
while ensuring continued growth in both the upstream and downstream sectors of the oil and gas industry. India’s
170oil demand is forecasted to experience a twofold increase, reaching 11 million barrels per day by CY 2045E.
Additionally, diesel demand in the country is projected to double, reaching 163 million tons by CY 2030. By CY
2045, diesel and gasoline are expected to account for 58% of India’s total oil demand.
Here is the demand pattern of oil & gas in India:
Unit/ 2020- 2021- 2022- 2024-25 (P)
Details 2023-24
Base 21 22 23 (Apr-Nov)
Crude Oil Production in
MMT 30.5 29.7 29.2 29.4 19.1
India
Consumption of Petroleum
MMT 194.3 204.2 223.0 234.3 157.5
Products
Production of Petroleum
MMT 233.5 254.3 266.5 276.1 186.4
Products
Gross Natural Gas
MMSCM 28,672 34,024 34,450 36,438 24,243
Production
Natural Gas Consumption MMSCM 60,815 63,907 59,979 67,512 48,682
Source: Ministry of Petroleum
Production of Petroleum Products:
➢ Steady Growth in Production: The production of petroleum products has consistently grown over the years,
from 233.5 MMT in 2020-21 to 276.1 MMT in 2023-24, indicating an average annual growth rate of
approximately 6.3%.
➢ Growth Drivers: This growth can be attributed to India's position as a refining hub, with 23 refineries
currently in operation. India's refining capacity continues to expand, meeting the rising demand for petroleum
products domestically and for export. Companies like Reliance Industries and Indian Oil Corporation are
major contributors to this growth.
➢ Surplus Production vs. Consumption: The fact that production has consistently exceeded consumption
(e.g., 266.5 MMT produced in 2022-23 vs. 223 MMT consumed) indicates that India is a net exporter of
petroleum products, particularly to markets in Asia, Africa, and the Middle East.
Gross Natural Gas Production:
➢ Gradual Increase: India's natural gas production has steadily increased over the years, from 28,672
MMSCM in 2020-21 to 36,438 MMSCM in 2023-24. This represents a growth of approximately 27% over
the 4-year period.
➢ Improved Domestic Production: The increase in natural gas production is largely due to improvements in
the exploration and production of domestic gas fields, such as the KG Basin (Krishna-Godavari Basin), and
the focus on utilizing stranded gas reserves.
➢ Shift Towards Gas: India is shifting towards natural gas as a cleaner alternative to coal and oil, in line with
its commitment to reducing carbon emissions and increasing the share of natural gas in its energy mix (aiming
for 15% by 2030). The increase in production is part of this strategic push.
Consumption Pattern Petroleum Products in India
The production and consumption of petroleum products in India have shown significant trends in recent years,
reflecting the country's growing energy demands and refining capabilities. India’s consumption of refined
petroleum fuels and products is expected to reach a new peak in the financial year 2025-26 (FY26), driven by
consistent growth in energy demand across various sectors of the economy.
The Petroleum Planning & Analysis Cell (PPAC) of the oil ministry has projected a 4.7% increase in petroleum
product consumption compared to the revised estimate for FY 2025, totalling 252.93 million tonnes. This growth
reflects the rising demand for crude oil in the country.
171Consumption of Petroleum Products (MMT)
234.3
223.0
201.7
157.5
2021-22 2022-23 2023-24 2024-25 (April-Nov
2024)
Source: Ministry of Petroleum, MMT- Million Metric Tons
From 2021-22 to 2022-23, India’s consumption of petroleum products increased by 10.6%. This growth reflects
the post-pandemic recovery, where industries, transportation, and other sectors began to return to pre-pandemic
levels of activity. However, from 2022-23 to 2023-24, the growth rate slowed down to 5.1%. This indicates that
while demand for petroleum products continues to grow, the rate of growth is moderating. This could be attributed
to
• Maturity of the Recovery Phase: The initial post-pandemic surge in demand has slowed down as the
economy stabilized, and growth in industrial and transportation sectors becomes steadier.
• Policy Shifts: India's increased focus on promoting cleaner energy sources, energy efficiency, and alternative
fuels (e.g., electric vehicles, biofuels) may be starting to affect the growth rate of traditional petroleum
demand.
• Economic Factors: A potential slowdown in economic growth, inflationary pressures, or rising fuel prices
could be impacting consumption patterns, especially in price-sensitive sectors like transportation.
4.1 Insight on Import Dependence of India
India's oil and gas import dependence is a critical aspect of its energy landscape, reflecting both the country's
growing energy needs and the challenges associated with domestic production. India’s oil import dependency
continues to grow, while domestic oil production remains stagnant. The gap between imports and production has
remained wide, with imports consistently outpacing domestic output. Despite efforts to increase domestic
production, India will continue to rely heavily on oil imports to meet its growing energy needs. The government’s
focus on energy diversification and clean energy technologies will help reduce oil consumption over the long
term, but oil imports are likely to remain a significant part of India’s energy strategy for the foreseeable future.
172Import and Domestic Oil Production in India (MBPD)
0.7 0.6 0.6 0.6
0.6
0.6
4.5 4.5 4.7 4.7
4.2
4.0
2019 2020 2021 2022 2023 2024
Oil Imports Oil Production
Source: Ministry of Petroleum, MBPD- Million Barrels Per Day
From 2021 to 2022, oil imports rose by 7.1%, from 3.9 million tonnes to 4.2 million tonnes, driven by post-
pandemic recovery and increased demand with economic reopening. Between 2022 and 2023, imports grew by
10.1%, reaching 4.6 million tonnes, reflecting ongoing economic growth and higher global oil prices. In 2023-
2024, imports saw a slight decline of 0.2%, from 4.6 million tonnes to 4.6 million tonnes, indicating stable oil
demand and the impact of government efforts to promote cleaner energy alternatives.
Comparison of Oil Imports and Oil Production:
Reliance on Imports: India continues to be heavily dependent on oil imports, as its domestic production is far from
sufficient to meet its consumption needs. In 2024, India’s oil imports (4.6 million tonnes) are significantly higher
than its oil production (0.5 million tonnes), indicating that imports still make up the bulk of India’s oil
consumption.
Imports vs. Domestic Production Trend:
The gap between imports and domestic production has remained large, with imports consistently being more than
7 times the domestic production throughout the period from 2019 to 2024.While domestic production has declined
slightly or remained stable, imports have shown a more varied trend, with periods of increase, especially as India’s
demand for petroleum products continues to rise post-pandemic.
Consumption Demand: India’s consumption of petroleum products continues to outstrip its domestic production
capacity. As India remains one of the world’s largest oil consumers, its reliance on imports is unlikely to change
drastically in the short term unless there are significant developments in domestic production or changes in the
country’s energy mix.
4.2 Geopolitical Changes and its Impact on India’s Oil & Gas Demand Landscape
The geopolitical landscape significantly impacts India's oil and gas demand, particularly in light of recent events
such as the Russia-Ukraine war and ongoing tensions in the Middle East. These developments have reshaped
India's import strategies and influenced its energy security.
Impact of the Russia-Ukraine Conflict:
➢ Shift in Import Sources: The Russia-Ukraine conflict has led to a substantial reconfiguration of global oil
flows, with India emerging as a key player in this new landscape, Russia was a minor supplier of crude oil to
India, accounting for approximately 2% of India's annual crude imports in 2021. Prior to the war, Russia was
ranked ninth among India's crude oil suppliers; however, by mid-2023, it had surged to become the second-
largest supplier, Share rising to nearly 20% surpassing Saudi Arabia.
173➢ Economic Advantages: India capitalized on discounted Russian crude, which was offered at prices lower
than those from other suppliers. This strategy not only diversified India's oil import sources but also provided
economic benefits amid global price volatility.
➢ Challenges Due to Sanctions: The imposition of U.S. sanctions targeting Russia's oil supply chain in January
2025 led to increased shipping costs and complexities in procuring Russian oil. Consequently, Indian refiners
faced difficulties in securing Russian crude for March deliveries, prompting a search for alternative sources.
Impact of Middle East Tensions:
➢ Supply Security Concerns: The Middle East has historically been a significant source of crude oil for India,
with countries like Iraq and Saudi Arabia being major suppliers. However, ongoing conflicts and instability
in this region pose risks to supply continuity and pricing stability. As India reduces its dependence on Middle
Eastern oil, it faces challenges in maintaining relationships with these traditional suppliers while balancing
its need for affordable energy. Despite India's rising oil imports from Russia, it still depends significantly on
oil and gas imports from the Middle East.
➢ The share of Russian oil in India's August imports declined to about 36% after rising for five straight months,
the data showed. In July 2024, Russian oil accounted for about 44% of India's oil imports. The share of Middle
Eastern oil in India's August crude imports rose to 44.6% from 40.3% in July. During April-August, the
region's share had declined to about 44% from about 46% a year ago. Iraq, Saudi Arabia, the UAE and Kuwait
are main Middle Eastern suppliers of oil to India.
➢ Diversification Efforts: Due to ongoing conflict in middle east. In response to these tensions, India has
intensified efforts to diversify its crude oil sources. Notably, there has been an uptick in crude oil imports
from Brazil, reflecting India's strategy to mitigate risks associated with over-reliance on Middle Eastern
supplies.
➢ Recent geopolitical events have significantly influenced India's oil and gas demand landscape. The shift
towards Russian crude amidst the backdrop of the Russia-Ukraine war has altered traditional import patterns
and highlighted vulnerabilities associated with dependence on Middle Eastern suppliers. As India navigates
these challenges, it must continue to diversify its energy sources while enhancing domestic production
capabilities and strategic reserves to ensure long-term energy security in an increasingly volatile global
environment.
4.3 Key Demand Drivers: Oil & Gas
174•As India’seconomycontinues to grow,the demandfor energy, includingoil and gas,increases
due to higher industrial activity, transportation, and infrastructure development. A growing
Economic GDPdrivesdemandacrosssectorssuchasmanufacturing,construction,andheavyindustries.
Growth and
Industrialization
•India’s rapidly expanding transportation sector is a major contributor to oil demand. The
growth in passenger vehicles, commercial transportation, and the rise of logistics services
significantlybooststheneedforpetrol,diesel,andaviation fuel
Transportation and
Mobility
•With urbanization increasing in India, demand for energy, particularly oil and gas, rises due to
the construction of new residential, commercial, and industrial infrastructure. This includes
Urbanization and thedemandfordieselforconstructionequipment,machinery, andheatingfuelforhomes.
Infrastructure
Development
•Government policies, including the push for energy security and strategic petroleum reserves
(SPR), influence the demand for oil and gas. India’s efforts to balance energy import
dependence with domestic production, and the expansion of its renewable energy portfolio,
alsoplayarole.
Energy Security and
Policy Initiatives
•Innovations in fuel efficiency, the rise of electric vehicles, and the increasing adoption of
cleaner technologies may moderate the demand for traditional fossil fuels, influencing long-
Technological
termconsumptiontrends.
Advancements and
Shifts in
Consumption
•Government subsidies on fuels, such as LPG, petrol, and diesel, directly affect domestic
consumption. Regulatory changes, including taxation policies and emission standards, also
Government influencethedemandfordifferenttypesoffuel.
Subsidies and
Regulatory
Framework
4.4 Expected Growth in India’s Oil & Gas Demand
India is projected to be the largest driver of global oil demand growth from 2023 to 2030, surpassing China.
Fuelled by robust economic and demographic growth, India's oil demand is expected to increase by nearly 1.2
mb/d, contributing to more than one-third of the global rise of 3.2 mb/d. Unlike other major economies, India's
175demand growth will be more diverse, with only 18% of its increase directed towards petrochemical feedstocks,
compared to over 90% globally.
The country's demand surge will be primarily driven by sectors like manufacturing, commerce, transport, and
agriculture, resulting in a significant rise in diesel consumption. India's economic expansion, averaging 6.8%
annually in the past decade, is projected to continue at 6.5% from 2024-2030, making it the fastest-growing major
economy and a key contributor to global economic growth.
India's Oil Demand by Product (mb/d), 2023–2030:3
India's Oil Demand by Product (mb/d), 2023–2030
2023 2024 2025 2026 2027 2028 2029 2030
LPG/Ethane 0.9 1 1 1 1 1.1 1.1 1.1
Naphtha 0.3 0.3 0.3 0.4 0.4 0.4 0.4 0.4
Gasoline 0.9 0.9 1 1 1 1 1 1
Jet/Kerosene 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.3
Gasoil/Diesel 1.8 1.8 1.9 2 2.1 2.2 2.2 2.3
Residual fuel oil 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2
Other products 1.2 1.2 1.2 1.2 1.2 1.3 1.3 1.3
Source: International Energy Agency, (mb/d)- Million Barrels Per Day
Gas Demand and Growth in India till 2030: India's natural gas consumption is projected to increase by 60%
from 2023 to 2030, driving a significant rise in liquefied natural gas (LNG) imports. Domestic production is
expected to grow only 8%, reaching 38 bcm annually by 2030, while demand could soar to 103 bcm, or potentially
120 BCM with additional government support. This gap will make India, the world's fourth-largest LNG importer,
double its LNG imports to 65 bcm by 2030, aligning with its current import terminal capacity of 47.7 million
metric tons per year.
4.5 Oil & Gas Exploration & Production Scenario in MENA Region4
Energy is widely recognized as a crucial factor in the economic development of any nation. The MENA (Middle
East and North Africa) region has been a key player in the global energy sector for decades, supporting
industrialization and economic progress in countries worldwide. The region is home to approximately 40% of the
world’s proven oil reserves and 41% of its natural gas resources, thanks to its favourable geological conditions
for the generation and accumulation of these resources.
Total production of Oil in Middle East in past few years:95
3 https://www.iea.org/reports/india-gas-market-report
4 https://www.oilfieldtechnology.com/digital-oilfield/21122022/the-latest-developments-in-the-mena-region/
176Thousand Barrels Per Day Production
30,844.0 30,362.0
27,782.0 28,171.0
6,998.0 7,360.0 7,063.0 7,228.0
FY 2020 FY 2021 FY 2022 FY 2023
MEA Africa
Source: Organization of the Petroleum Exporting Countries, and all figures are derived from the latest available
data
Key Takeaways:
• In FY 2023, oil production reached 30,362 thousand barrels per day, accounting for 31.5% of the global
market signifying major influence over global oil supply and pricing.
• From FY 2020 to FY 2023, oil production rose by 3.3%, showing modest growth amid global demand
shifts and geopolitical factors.
• A separate producer held a 7.5% market share in FY 2023, indicating a moderate yet impactful role in
global supply dynamics.
• MENA is home to major oil and gas fields, including Ghawar (Saudi Arabia), Burgan (Kuwait), Rumaila
(Iraq), and South Pars/North Dome (Iran-Qatar).
• In North Africa, leading oil and gas producers include Algeria, Libya, and Egypt.
5. MAPPING THE OIL & GAS VALUE CHAIN IN INDIA
India's energy sector value chain is complex, with distinct yet interdependent segments in oil & gas, coal, and
renewable energy. While coal and oil & gas continue to dominate in terms of total energy production, the
renewable energy sector is expanding rapidly, spurred by technological advancements, government policies, and
global environmental commitments. Each of these sectors requires continuous investment in infrastructure,
technology, and sustainability practices to meet India's future energy demands while transitioning to a low-carbon
economy.
177Oil & Gas Industry Value Chain:
178Upstream
Oil&Gas Exploration:Involves searching for crude oilreservesthrough geologicalsurveys,seismic studies,andexploration
drilling.KeyplayersincludeONGC(OilandNaturalGasCorporation)andOilIndiaLtd.Similartooilexploration,naturalgas
explorationincludesoffshoreandonshoredrillingtolocategasreserves
Drilling is a crucial phase in oil and gas exploration and production. Exploratory drilling involves drilling wells to confirm the
presenceandassessthequantityandqualityofhydrocarbons.Oncereservesareconfirmed,developmentdrillingtakesplaceto
maximizeextractionfromthefieldbydrillingadditionalwells.
Production involves extractinghydrocarbons from the ground.This phase includes wellcompletion,which prepares thewell
forproductionafterdrilling.Tomaximizerecoveryratesthroughoutthewell'slife,variousproductionoptimizationtechniques
areemployed,includingenhancedoilrecoverymethods.
Midstream
Transportation: Midstream companies are responsible for transporting crude oil and natural gas from production sites to
refineries or processing plants. Pipelines are the most common mode for long-distance transportation due to their efficiency
andcost-effectiveness.Railandtruckingareusedforshorter distances orwherepipeline infrastructureis limited,while barges
andtankershipsareemployedfortransportationacrosswaterways.
Storage:Midstreamoperationsincludetheconstructionandmanagementofstoragefacilitiessuchastanksandterminals.
Downstream
The downstream sector encompasses all activities following the extraction of crude oil and natural gas. Key activities include
refiningcrudeoilintovariousproducts,transportingthemtostorageandretailoutlets,andfinally,marketingtheseproductsto
consumersthroughdiversechannels.
1795.1 Upstream Oil & Gas Infrastructure in India: Exploration and Production Scenario
The upstream oil and gas infrastructure in India is vast and continuously developing, with significant investments
in both offshore and onshore exploration and production. While there are several challenges, including
technological advancements required for deep-water exploration and expansion of pipeline networks, the growth
in India’s upstream sector is essential for meeting the country’s growing energy demands. The government’s
ongoing reforms and investments in infrastructure will further strengthen India’s position in the global energy
landscape.
Upstream Industry Market: Historical Trend and Forecasted Market Growth
Upstream Industry Market Size USD Bn
CAGR
CAGR
2025-31
2021-24
5.2% 123.8
13.9%
116.6
110.2
104.8 104.6
99.6
95.3
89.3 91.5
88.2
59.6
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
The India Oil & Gas Upstream Market has experienced strong growth from USD 59.6 billion in 2021 to USD
88.2 billion in 2024, reflecting a compound annual growth rate (CAGR) of 13.9% over this period. This growth
has been driven by several factors, including increased domestic production, the expansion of exploration
activities, and rising demand for energy as India's economy continues to grow. The upstream market, which
includes exploration and production (E&P) of oil and gas, has been a major focus for the government and private
players alike, given the country’s reliance on energy imports and the need to boost domestic production.
In the forecast period, growth in the upstream market is expected to slow somewhat. From USD 88.2 billion in
2024, the market is projected to reach USD 123.8 billion by 2031, representing a CAGR of 5.2% between 2025
and 2031. This slowdown can be attributed to two factors – maturity of projects (Many of the large exploration
projects initiated in the past decade are expected to reach a more stable phase of production, which may reduce
the pace of expansion) and price stabilization (Global oil prices, which have a significant influence on upstream
activities, are expected to stabilize, leading to more moderate revenue growth),
Despite the slower growth forecast after 2025, the India Oil & Gas Upstream Market will remain an integral
part of the energy landscape, driven by long-term energy security goals, energy demand, and investment in
domestic exploration. Energy demand will increase as the country's social and economic growth progresses. The
country relies on imports for approximately 83% of its crude oil requirements and 47% for natural gas. To close
the energy supply and demand gap, MoPNG intends to boost exploration and production efforts in the country.
Oil and gas exploration and production (E&P) is the upstream segment of the energy industry, focused on
locating and extracting crude oil and natural gas from the Earth. This critical stage involves identifying potential
reserves, drilling exploratory wells, and developing infrastructure to extract, process, and transport hydrocarbons.
Globally, the oil and gas exploration and production (E&P) sector was estimated to have a market size of USD 3
trillion USD in 2019 (as per a secondary report) and employed over 4.5 million people, highlighting its role as a
key pillar of the global energy supply chain.
180Oil & Gas Exploration & Production Infrastructure:
State-Wise Production of Crude Oil
State 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Onshore
Assam 4093 3902 3991 4166 4361 4454
Arunachal Pradesh 56 53 48 47 52 50
Andhra Pradesh 243 195 202 236 250 284
Gujarat 4707 4651 4626 4849 4950 5135
Rajasthan 6653 5891 5885 5074 4421 3428
Tamil Nadu 415 410 367 324 294 263
West Bengal 0 0.13 0.05 0.01 0 0
A. Onshore Total Production 16167 15103 15120 14697 14329 13616
Offshore
Eastern Offshore 557 744 626 550 1463 2437
Western Offshore 14857 14236 13604 13552 13239 12471
Gujarat Offshore 589 411 338 379 326 181
B. Offshore Total Production 16003 15391 14569 14482 15027 15088
Total Production (A+B) 32170 30494 29688 29179 29356 28704
Condensate receipt at Uran & Hazira included in Western Offshore Basin of Maharashtra
Source: Oil & Natural Gas Corporation Ltd., Oil India Ltd. and DGH
Basin-wise Production of Gas
State/Region 2020-21 2021-22 2022-23 2023-24 2024-25(P)
Andhra Pradesh 827 809 710 722 758
Assam & Arunachal Pradesh 3051 3429 3611 3529 3597
Gujarat 1138 1017 923 926 1053
Rajasthan 2040 2619 2340 2199 1785
Tamil Nadu 911 1067 1109 1016 1013
Tripura 1634 1531 1675 1525 1224
Jharkhand (CBM) 2 4 10 5 47
Madhya Pradesh (CBM) 334 389 264 234 294
West Bengal (CBM) 307 290 399 411 415
Onshore Total 10243 11155 11042 10567 10186
Mumbai High + Eastern Offshore 17086 15943 15325 14979 14701
Private / JVCs 1343 6926 8084 10892 1126
Offshore Total 18429 22869 23409 25871 25928
Grand Total 28672 34024 34450 36438 36113
5.1.1 Major Oil & Gas Fields in India:
181India’s reliance on domestic oil production is significant but not enough to meet the entire demand. These oil
fields contribute to reducing India's dependence on oil imports and support the country’s energy requirements,
transportation, and industrial uses. However, India still imports a large portion of its oil needs, which makes the
development and enhancement of domestic oil exploration crucial.
Onshore Oil Fields:
Onshore Oil Field Products
Region Capacity Operator
Name Manufactured
LPG, Motor Spirit,
Over 1,000 wells Mineral Turpentine Indian Oil
Digboi Oil Field
drilled; 0.65 Oil, SKO, HSD, LDO, Corporation Ltd
(Brahmaputra
MMTPA Furnace Oil, Bitumen, (IOC)
Valley)
Capacity Raw Petroleum Coke,
Assam Paraffin Wax
2.5 million tonnes
of oil and 1 Oil India Limited
Naharkatiya Oil
million cubic LPG, Kerosene (OIL)
Field
meters of natural
g as annually
Originally 2.8
million tonnes
Oil and Natural Gas
per annum; 6.72
Corporation
Ankleshwar Oil Field million bbl/y oil Gasoline, Kerosene
(ONGC)
and 1163.74
million m³/y gas
( 2017)
Gujarat 1.5 million tonnes
oil and 0.8–1 Synergia Energy
Cambay-Luni Light Oil, Gas,
million cubic Ltd
(Khambhat) Oil Field Hydrocarbon
meters of gas
a nnually
1.5 million tonnes
Ahmedabad-Kalol Gujarat State
oil, 0.8-1 million Oil
Oil Field
m³ gas annually
1.5 million tonnes
oil and 0.8–1
million cubic Cairn India
Rajasthan Mangala Oil Field meters of gas Crude Oil (Vedanta Group)
annually; total
reserves ~3 crore
tonnes
Offshore Oil Fields
Products
Regi Onshore Oil
Capacity Operator Manufact
on Field Name
ured
Oil and Natural
1,659Mt total reserves; 134,000 barrels/day in
Mumbai Oil Gas Crude Oil,
2024; 527 million barrels of oil and 221 billion m³
West Field Corporation Gas
gas produced
ern (ONGC)
Coas Oil and Natural
Cumulative gas production 248,000 million m³;
t Bassein Oil Gas Crude Oil,
Gas production 10,857.58 million m³/y; Oil
Field Corporation Gas
production 19.88 million bbl/y
(ONGC)
Easte Oil and Natural Crude Oil,
Krishna 19,190 barrels of crude oil/day; 9.8 million metric
rn Gas LNG,
Godavari (KG) standard cubic meters of gas/day; Pipeline capacity
Coas Corporation Natural
Basin 16 MMSCMD, 877.86 km long
t (ONGC) Gas
182Products
Regi Onshore Oil
Capacity Operator Manufact
on Field Name
ured
Cauvery Delta Oil and Natural Crude Oil,
Basin: Gas LNG,
1300 m³ capacity with 12 wells
Narimanam Oil Corporation Natural
Field (ONGC) Gas
183The E&P process is divided into four major phases:
Exploration & Surveying
•The first stage involves extensive research and geophysical surveys to locate underground or underwater
reserves of hydrocarbons. Techniques such as seismic, magnetic, and gravimetric surveys help identify
potentialoilandgasdeposits.Dataiscollectedtoassessthefeasibilityofextraction,estimatereservoirsize,
and evaluate environmental and logistical risks. Advanced remote sensing technologies and artificial
intelligence(AI)-drivenpredictivemodellingareincreasinglyenhancingtheaccuracyofexplorationefforts.
Well Development & Drilling
•Once a viable site is identified, exploratory wells are drilled to confirm the presence of hydrocarbons.
Dependingonthelocation,wellscanbeonshoreoroffshore.Offshoredrillingofteninvolvesfloatingorfixed
platforms,requiringsignificantinfrastructureinvestment.InternationalstandardssuchasISO16901:2015and
ISO19900:2019provideguidelinesforsafetyandriskassessmentinbothonshoreliquefiednaturalgas(LNG)
facilitiesandoffshorestructures.
•Technological advancements in directional drilling and horizontal drilling have improved access to reserves
while minimizing environmentaldisruption. The ability to drill multiple wells from a single site has increased
efficiencyandreducedcosts.
Extraction & Production
•Oncedrillingconfirmsaviablereserve,extractionbegins.Crudeoilandnaturalgasareextracted,separated,
and processed to remove water, sand, and other impurities. While natural gas can often be processed on-
site,crudeoilmustbetransportedtorefineriesforfurtherrefinement.
•The ISO 20815:2018 standard plays a crucial role in ensuring production efficiency and reliability in
petroleum, petrochemical, and natural gas industries. Subsea production systems, governed by ISO 13628,
have revolutionized deepwater extraction by allowing remotely operated equipment to function in extreme
environments.
Well Abandonment & Site Restoration
•As reserves are depleted or become economically unviable, wells must be safely sealed and abandoned to
prevent environmental hazards. Proper decommissioning involves plugging the wellbore, restoring the site,
and mitigating potential leaks. Regulatory frameworks ensure that companies follow strict environmental
protectionmeasureswhenshuttingdownoperations.
Currently, approximately 13% of oil and 53% of natural gas are produced domestically by E&P companies,
reducing the nation's reliance on imports. In 2023-24, crude oil production reached 29.36 million metric tons
(MMT), with a provisional output of 14.4 MMT recorded for 2024-25. According to the International Energy
Agency (IEA), India's projected oil demand by 2030 is expected to reach 6.6 million barrels per day (mb/d), while
petrol demand is forecasted at 1.0 mb/d.
184The Role of Standards in Oil & Gas Infrastructure
The oil and gas industry operates in harsh and high-risk environments, requiring robust infrastructure,
specialized equipment, and strict safety protocols. International standards provide guidelines for designing,
constructing, and maintaining oil rigs, pipelines, storage facilities, and refineries. Notable standards include:
• ISO 19905-3:2017 – Site-specific assessment for mobile floating units.
• ISO 13628 – Design requirements for subsea production systems.
• ISO 20815:2018 – Production assurance in petroleum and gas industries.
5.1.2 Insight on Oil & Gas Drilling Infrastructure in India
India's oil and gas drilling infrastructure is crucial to the exploration, extraction, and production of crude oil and
natural gas, which play a significant role in the country’s energy supply. This infrastructure includes the
equipment, technology, and systems used in both offshore and onshore drilling operations.
Types of Drilling Rigs and Platforms:
I. Onshore Drilling Rigs:
• Land-based Drilling Rigs: These rigs are used for drilling onshore oil and gas fields across India.
Onshore rigs include both conventional drilling rigs and mobile drilling units that can be moved to
different locations for exploration and production activities. India has a significant number of these
rigs, especially in areas like Assam, Rajasthan, and Gujarat.
• Coiled Tubing Units: These are used for operations like well interventions, workover operations,
and maintaining oil wells, especially when there’s a need to boost the well’s production rate. They
are especially used in maturing fields.
II. Offshore Drilling Rigs:
• Jack-up Rigs: These are mobile drilling units that are placed on the seabed and are used to drill in
shallow water regions, typically in depths of up to 500 meters. They are used extensively in the
Mumbai High and other offshore fields in the Arabian Sea.
• Semi-Submersible Rigs: These rigs are used in deeper waters, beyond the capabilities of jack-up
rigs. They are designed to float on the surface of the water but are anchored to the seabed. India uses
semi-submersible rigs for drilling in deeper parts of the Krishna-Godavari Basin and other offshore
fields.
• Floating Production Storage and Offloading (FPSO): These are specialized offshore platforms
used in deepwater drilling and production. They have the capability to process and store crude oil
before it is transported to shore. ONGC and other private players use FPSOs in fields like KG-D6
in the Krishna-Godavari Basin.
Key Infrastructure Developments:
Government Initiatives: The government is actively promoting exploration and production (E&P) activities
through policies like the Open Acreage Licensing Policy (OALP), with ONGC, Oil India Limited (OIL), Sun
Petro Chemicals Private Limited, and a consortium of Reliance Industries Limited and BP Exploration winning
contracts for exploration and development. The government is also looking to enhance LNG import capacity by
developing new terminals and augmenting existing capacities.
Investment: The government is investing in developing the 2650-km Pradhan Mantri Urja Ganga project and the
1565-km North-eastern Region Gas Grid project. Capital support of about Rs. 10,676 crores have been extended
to these projects.
Refinery Expansion: Projects are underway to expand the Digboi Refinery from 0.65 MMTPA to 1 MMTPA
with a project cost of Rs 768 Cr. The centre laid foundation stones for the expansion of the Guwahati Refinery
and augmentation of the Betkutchi (Guwahati) Terminal Project in March 2024.
Pipeline Projects: Several pipeline projects are under construction to enhance transportation infrastructure. These
include:
185Mundra Panipat Crude Oil Pipeline
•A 1,033 km long pipeline with a capacity of 17.5 MMTPA from Churwa in Gujarat to Panipat in
Haryana. The project cost is Rs. 9,028 Cr.
Ennore –Thiruvallur –Bengaluru –Puducherry –Nagapattinam –Madurai –
Tuticorin Natural Gas Pipeline
•A 1,444 km pipeline with a capacity of 35 MMSCMD to supply natural gas to Tamil Nadu, Andhra
Pradesh, and Karnataka. The project cost is Rs. 6025 Cr.
Paradip Hyderabad Pipeline Project
•A 1,212 Km pipeline for transporting petroleum products from Paradip to Hyderabad. The project
cost is Rs. 3,338 Cr.
Augmentation of Salaya-Mathura Crude Oil Pipeline System
•This augmentation project involves augmenting pumping facilities at 5 locations storage facilities,
and delivery facilities at Koyali refinery, all in Gujarat. The project cost is Rs 1614 Cr.
➢ City Gas Distribution (CGD) Networks: Five firms won licenses for developing CGD networks in eight
geographical areas (GAs) under Rounds 12 and 12A of CGD bidding, with anticipated investment around Rs
410 billion.
➢ Power Infrastructure: IOCL has decided to develop infrastructure for importing bulk grid power at
refineries to import grid power, with the installation & commissioning of 220 KV transmission line.
➢ Drivers: The oil and gas drilling infrastructure in India is being driven by a combination of rising energy
demand, favourable government policies, technological innovations, foreign investments, and a strategic
focus on reducing import dependency. These drivers, together with increasing environmental concerns and
global market dynamics, are shaping the future of the oil and gas sector in India.
➢ Increasing Energy Demand: As India’s population and economy grow, the demand for energy, particularly
petroleum products and natural gas, continues to rise. This growing demand for energy fuels the need for
expanded oil and gas exploration, drilling, and infrastructure development. The energy consumption is
projected to keep increasing due to urbanization, industrialization, and a higher standard of living, creating a
strong incentive for improving drilling infrastructure.
➢ Government Policies and Initiatives: The Indian government has rolled out various policies and initiatives
to enhance oil and gas exploration and production, such as the Hydrocarbon Exploration and Licensing Policy
(HELP) and the National Policy on Biofuels. The Make in India initiative also encourages local
manufacturing of drilling equipment, components, and services, boosting domestic infrastructure
development in the oil and gas sector. The government's focus on enhancing energy security and reducing
dependency on imports has also led to the development of oil and gas infrastructure.
➢ Technological Advancements: The adoption of new technologies, such as seismic imaging, horizontal
drilling, and hydraulic fracturing (fracking), has significantly improved the efficiency and cost-effectiveness
of drilling operations.
➢ Exploration of Untapped Reserves: India has several unexplored and under-explored oil and gas reserves,
especially in the offshore and deepwater regions. This provides a significant growth opportunity for drilling
infrastructure, which is crucial for tapping into these resources. Shale gas reserves in India are also becoming
an area of interest for drilling and infrastructure development.
5.1.3 Overview on Key Components in Drilling Infrastructure
Oil drilling activities are critical in the production of petroleum, which is a valuable energy source. Oil drilling
entails drilling through the earth's surface to reach the reservoir. India's drilling infrastructure for oil and gas
consists of several key components, including onshore and offshore drilling rigs, advanced drilling technologies,
and safety measures. Onshore rigs are primarily used in fields in Assam, Rajasthan, and Gujarat, with mobile and
186conventional rigs supporting exploration and production. Offshore fields, such as those in the Mumbai High and
Krishna-Godavari Basin, rely on specialized rigs like jack-up rigs, semi-submersible platforms, and FPSOs for
deepwater drilling.
Modern technologies like directional and horizontal drilling, hydraulic fracturing, and well control systems are
employed to enhance efficiency and access difficult-to-reach reserves. Additionally, safety systems like blowout
preventers (BOPs) and environmental protection protocols are critical for managing risks, especially in offshore
operations. Key players in India's drilling infrastructure include state-owned ONGC and OIL, alongside private
companies like Reliance Industries. Despite challenges like aging fields and deepwater drilling complexities,
ongoing advancements in technology and infrastructure are positioning India’s oil and gas sector for future
growth.
Drilling Rig Components:
➢ Derrick: A tower-like support framework that houses the drilling equipment. It's tall enough to allow new
pipe sections to be added during drilling. Derricks come in various types like single, double, triple, and
Quadri.
➢ Drill Bits, Pipes, and Collars: Drill bits are used to break apart the rock4. Drill pipes, connected pipes,
transport mud during drilling2. Drilling collars collect core samples to evaluate reservoir properties.
➢ Drilling Line: A collection of twisted wires that lowers and lifts the drilling rigging.
➢ Mud Pump and Mud Tank: The mud pump circulates drilling mud to cool the drill bit and carry rock
cuttings to the surface. Mud tanks store the drilling mud.
➢ Blowout Preventer (BOP): A critical safety device used to prevent uncontrolled release of crude oil or
natural gas from the well. Types include annular, pipe ram, and blind ram.
➢ Top Drive: A motor suspended from the derrick that drives the drill into the ground2. It allows for drilling
longer sections of pipe at once, improving efficiency.
➢ Drill Floor: The main area on the rig where tools are located for connecting drill pipe, bottom hole assembly,
tools, and the drill bit.
187➢ Draw works: The mechanical section that reels in/out the drill line to raise/lower the traveling block.
➢ Traveling Block: Used to raise and lower the drill string.
➢ Crown Block: A set of pulleys located at the top of the derrick, used in conjunction with the traveling block
to raise and lower the drill string.
➢ Swivel: Connects the top of the drill string to the drilling line and allows the drill string to rotate.
List of other items: Shale shakers, Suction line (mud pump), Motor or power source, Hose, Standpipe, Kelly hose,
Gooseneck, Racking Board, Stand, Setback (floor), Kelly drive, Rotary table, Bell nipple, Drill string, Casing
head or Wellhead, Flow line.
Well Completion and Production Equipment:
➢ Well Completion: The process of making a well ready for production (or injection) after drilling operations.
Well completions ensure that the well is ready for production or injection as per the well placement and well
depth.
➢ High-Pressure, High-Temperature (HPHT) Considerations: HPHT wells require specialized tools.
➢ Wellhead with Situation Control: This is the pressure-containing equipment at the surface of the well where
casing strings are suspended and the Blow Out Preventer (BOP) or Christmas tree is connected.
➢ Tubing Hanger: This component sits in the upper portion of the wellhead, within the tubing head flange and
serves as the main support for the production tubing1. The tubing hanger may be manufactured with rubber
or polymer sealing rings to isolate the tubing from the annulus. It is secured within the tubing head flange
with lag bolts that apply a downward pressure on the tubing hanger to compress the sealing gaskets and to
prevent the tubing from being hydrostatically or mechanically ejected from the annulus.
➢ Tubing: Transports fluids from the wellbore to the surface. Production tubing is the main conduit for
transporting hydrocarbons from the reservoir to the surface (or injection material the other way). It runs from
the tubing hanger at the top of the wellhead down to a point generally just above the top of the production
zone.
➢ Production tubing is available in various diameters, typically ranging from 2 inches to 4.5 inches. It may be
manufactured using various grades of alloys to achieve specific hardness, corrosion resistance or tensile
strength requirements. Tubing may be internally coated with various rubber or plastic coatings to enhance
corrosion and/or erosion resistance.
➢ Surface Casing: The search results mention casing, but not specifically "surface casing." Casing generally
refers to steel pipes placed into the wellbore to stabilize it. The search results also mention that Casing is set
above the producing zone, the zone is drilled, and the liner casing is cemented in place.
➢ Screens (Sand Control Screens): Prevent sand migration into the wellbore. Sand control screens prevent the
ingress of sand into the wellbore, maintaining production rates and protecting equipment. An uncemented
screen and liner assembly can be installed across the pay section to minimize formation damage and gives
the ability to control sand.
Flap Type Valve: There was no mention of this specific component in the provided search results.
188Mix Extractor: There was no mention of this specific component in the provided search results.
Christmas Tree:
➢ Production String: The production string is the series of pipes that runs through the well from the surface
to the reservoir. It carries oil or gas from the well to the surface facilities. In Christmas Tree it serves as the
conduit for the oil or gas from the well into the production system. The Christmas Tree is attached to the
production string and controls the flow.
➢ Tubing Head Adapter: The tubing head adapter (THA) is a connection point that connects the production
tubing to the wellhead. It helps to support the tubing string and allows fluid from the well to be channelled to
the surface. In Christmas Tree it provides a secure point for attaching the Christmas Tree to the wellbore and
acts as an interface for connecting the tubing string to the surface equipment.
➢ Lower Master Valve (LMV): The Lower Master Valve is a primary valve on the Christmas Tree that
controls the flow of oil or gas from the well. It is typically used to isolate the well during well maintenance
or emergencies. In Christmas Tree it provides the most significant level of safety by shutting off the flow of
hydrocarbons from the well, preventing uncontrolled releases.
➢ Upper Master Valve (UMV): The Upper Master Valve is another key valve located above the Lower Master
Valve. It works in conjunction with the LMV to control the flow of fluids. In Christmas Tree it provides an
additional layer of control for the well, used for shutting in the well, when necessary, such as during
maintenance or to control well pressures.
➢ Choke: The choke is a device that regulates the flow rate of oil or gas from the well. It is typically adjustable
and helps manage pressure levels to prevent overproduction. In Christmas Tree the choke reduces the pressure
in the production system, controlling the flow rate of the hydrocarbons and ensuring safe and efficient
operation.
➢ Production Wing Valve: The production wing valve is a valve used to control the flow of production fluids
from the well. It is positioned near the choke and allows the operator to manage the production flow. In
Christmas Tree it is used for the isolation of the production flow and to direct it to the pipeline or storage
system.
➢ Swab Valve: The swab valve is typically used for testing or well intervention. It allows fluids to be injected
or withdrawn from the well during swabbing operations, which are done to clean or test the well. In Christmas
Tree it facilitates wellbore cleaning and allows for pressure and flow testing to evaluate the condition of the
well.
➢ Tree Adapter: The tree adapter connects the Christmas Tree to the wellhead and tubing system, allowing the
rest of the Christmas Tree components to function properly. In Christmas Tree it ensures a secure connection
to the wellbore and ensures proper alignment of the equipment.
➢ Tree Cap & Gauge: The tree cap is typically a cover that is placed on the Christmas Tree for protection
when the well is not in production. The gauge is used to monitor the pressure in the wellbore. In Christmas
189Tree the cap protects the equipment from environmental damage when not in use, and the gauge provides
critical data on well pressure, helping operators make informed decisions about production and safety.
➢ Kill Wing Valve: The kill wing valve is a valve that is part of the blowout prevention system. It allows for
the injection of kill fluids (e.g., heavy mud) into the well to control pressure and prevent blowouts. In
Christmas Tree it plays a critical role in well control, particularly in emergencies when the well experiences
uncontrolled pressure. It helps prevent dangerous situations such as blowouts by enabling operators to inject
pressure-controlling fluids.
➢ Kill Wing Connection: This is the connection point for the kill wing valve. It provides a secure link for
injecting kill fluids into the wellbore during an emergency. In Christmas Treee kill wing connection is used
to supply kill fluids during emergency situations, like a blowout or uncontrolled release of hydrocarbons, to
control well pressure and stop the flow.
5.1.4 Surface facility development: Overview of Surface Facility Development Process
Surface facility development in oil and gas exploration and production (E&P) involves designing, constructing,
and integrating essential infrastructure to process, store, and transport hydrocarbons efficiently. These facilities
play a crucial role in ensuring the safe handling of extracted crude oil and natural gas by incorporating wellhead
platforms, flowlines, separators, storage tanks, and supporting systems. The development process focuses on
optimizing production efficiency, maintaining safety standards, and minimizing environmental impact while
ensuring seamless operations from extraction to transportation.
This Block diagram represents a typical unconventional surface facility used in oil and gas production, outlining
key processes involved in handling extracted hydrocarbons. The process begins at the wells, where crude oil,
natural gas, and water are brought to the surface. The extracted fluids pass through a high-pressure (HP)
separator, which separates gas, oil, and water. The separated oil then moves through a preheater and heater
treater, where it is heated to remove water and impurities.
Any excess gas from the separation process is captured by the flash gas compression system for further utilization
or sale. Meanwhile, the separated water is directed to a water tank for disposal or treatment. The treated oil is
then stored in a stock tank before being transferred for sale. A vapor recovery system (VRT) captures vaporized
hydrocarbons, reducing emissions and improving efficiency, while a thermal oxidizer burns excess hydrocarbons
to ensure environmental compliance.
Finally, the oil is pumped through a Lease Automatic Custody Transfer (LACT) unit, ensuring accurate
measurement before it enters the sales pipeline. This system optimizes hydrocarbon recovery, enhances
190operational efficiency, and minimizes environmental impact. Oil and gas surface facilities are an integrated system
designed to extract, process, store, and transport hydrocarbons from the wellhead to refineries or distribution
points. These facilities ensure efficient handling of crude oil and natural gas while maintaining safety and
environmental standards.
The major components of surface production equipment include:
1) Wellhead Systems – Controls extraction and provides pressure containment.
2) Flowlines – Transport hydrocarbons from wells to processing facilities.
3) Separators and Heater Treaters – Separate oil, gas, and water for further processing.
4) Tank Batteries and Metering Facilities – Store and measure hydrocarbons before transportation.
Production engineers typically design all equipment within the lease area, while pipeline and facilities engineers
manage transportation infrastructure beyond the lease boundary.
Key Components of Surface Facilities in Brief:
1) Wellhead Systems: The wellhead is a critical interface between the underground reservoir and surface
facilities. It provides mechanical support, pressure control, and flow regulation.
➢ Casing and Tubing Heads: Provide structural support and pressure sealing.
➢ Christmas Tree: A system of valves and chokes that controls production flow.
➢ Artificial Lift Equipment: Used in wells that do not have enough natural pressure (e.g., sucker rod
pumps, gas lift systems).
➢ Pressure Monitoring and Safety Systems: Includes pressure gauges and emergency shutoff
mechanisms.
2) Flowlines: Flowlines are small-diameter pipelines that transport hydrocarbons from the wellhead to
separation and processing facilities. They play a crucial role in gathering production and ensuring a
continuous flow to the next stage. The development of pipelines in oil and gas surface facilities is a multi-
step process that ensures the safe and efficient transportation of hydrocarbons from production sites to
refineries or end-users. Each phase- from design to maintenance, it plays a crucial role in ensuring reliability,
safety, and regulatory compliance. Flowlines connect wellheads to separators, ensuring that production moves
efficiently through the facility.
➢ Pipeline Design: The initial stage involves determining the diameter, material, and layout of the pipeline
system. Design considerations include oil and gas volume, pressure, terrain characteristics, and
environmental factors. Proper planning helps optimize flow efficiency while minimizing operational
risks.
➢ Pipeline Construction: Once the design is finalized, construction begins with excavation and trenching
for pipeline installation. Pipes are laid, welded, and joined, followed by the integration of valves, fittings,
and corrosion protection systems. Each step ensures structural integrity and long-term durability.
➢ Pipeline Testing: Before commissioning, pipelines undergo rigorous testing to verify integrity and
safety. Hydrostatic testing (filling pipelines with pressurized water) is conducted to detect leaks,
alongside additional structural and regulatory compliance checks.
➢ Pipeline Commissioning: After successful testing, the pipeline is connected to existing infrastructure
and gradually introduced into service. Commissioning involves performance monitoring, system
calibration, and safety validation to ensure seamless operation.
➢ Pipeline Maintenance: Regular maintenance is essential for continued pipeline reliability. This includes
periodic inspections, repairs, and component replacements as needed. Advanced monitoring systems help
detect pressure variations, corrosion, and blockages to prevent failures and optimize performance.
The pipeline development process in oil and gas facilities demands careful engineering, quality control, and
proactive maintenance to guarantee safe, efficient, and uninterrupted hydrocarbon transportation across the
network.
3) Separation Systems: Once hydrocarbons reach the surface, they need to be separated into their primary
components: oil, gas, and water.
➢ Separators: Vessels that separate fluids based on density and gravity settling.
191❖ Gun Barrel, Free Water Knockout (FWKO), and Scrubbers are common separator types.
❖ Gas Separation: Removes entrained liquids to prevent damage to downstream equipment.
❖ Oil-Water Separation: Achieved using settling tanks and electrostatic coalescers.
➢ Heater Treaters: A special type of separator that uses heat to accelerate oil-water separation.
❖ Heating reduces oil viscosity, helping water separate more efficiently.
❖ Fuel Source: Typically powered by gas produced from the well itself.
Separation efficiency depends on factors such as fluid properties, temperature, and flow conditions.
4) Tank Batteries and Metering Facilities: After separation, hydrocarbons are stored and measured before
transport.
➢ Storage Tanks: Hold oil and water before shipment or disposal -Typically, at least two tanks are used: one
for filling and another for shipping.
➢ Metering Systems: Measure hydrocarbon flow rates and composition.
• Lease Automatic Custody Transfer (LACT) Units: Automatically measure oil volume, gravity,
temperature, and water content.
• Orifice Meters: Used for gas flow measurement, with pressure and temperature sensors providing real-
time data.
Custody Transfer: Oil and gas are transferred to pipelines, tankers, or other transportation systems under strict
measurement standards to ensure accurate sales accounting.
5.1.5 Quick Production Facility/ Early Production Facility
An Early Production Facility (EPF) in the oil and gas industry is a modular and adaptable system designed to
rapidly initiate production from newly discovered oil and gas fields. EPFs significantly shorten the time between
discovery and the first production of oil or gas. Their modular nature allows for easy transportation, installation,
and seamless integration into existing production setups. EPFs are instrumental in early monetization by enabling
the extraction from drilled wells while exploration and full field development continue. They are particularly
useful for monetizing small, isolated reserves (often referred to as "pimple fields") or temporarily enhancing
production systems during the life cycle of a field.
India Oil & Gas Early Production Facilities (EPF)/ Quick Production Facilities Market:
India Oil & Gas EPF/ Quick ProductionMarket Size USD Bn
CAGR 2025-31F
10.1% 0.96
0.87
0.78
CAGR 2021-24 0.71
8.8% 0.65
0.59
0.54
0.50
0.46
0.43
0.39
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: D&B Research
The India Oil & Gas Early Production Facilities (EPF)/Quick Production Facilities market has experienced steady
growth from USD 0.39 billion in CY 2021 to USD 0.50 billion in CY 2024, reflecting a CAGR of 8.8%. This
growth is driven by the increasing demand for quicker and more efficient oil and gas production solutions, which
EPFs provide by enabling faster project execution and early revenue generation in emerging fields.
192Looking forward, the market is projected to accelerate, reaching USD 0.96 billion by CY 2031, with a higher
CAGR of 10.1% from CY 2025 to CY 2031. This growth is expected to be fuelled by continued investments in
exploration and production, particularly in marginal and underdeveloped fields, where EPFs play a key role in
maximizing production early in the project lifecycle. The trend toward faster time-to-market for oil and gas
production, along with technological advancements in EPF design and efficiency, will further drive the market's
expansion.
EPF Benefits in Field Development & Production Planning:
Early Revenue Generation: One of the key advantages of Early Production Facilities (EPFs) is their ability to
generate revenue early in the project lifecycle. Designed for rapid deployment, EPFs can be quickly assembled
and installed, often bringing production online in just a few months. Their modular design allows for seamless
integration into existing infrastructure, reducing setup time and minimizing on-site construction. By enabling early
production, EPFs facilitate faster monetization of oil and gas reserves, which can significantly enhance project
financing and overall project economics. This quick start to production is especially valuable in reducing the time
from discovery to revenue generation, benefiting both operating companies and investors.
Cost Efficiency: EPFs offer a cost-effective solution, especially for marginal fields, smaller reserves, or
temporary production increases. By using modular, often prefabricated components, they reduce the initial capital
expenditure typically required for full-scale production facilities. The minimal on-site construction needed further
lowers costs, making EPFs an ideal choice for projects were larger, more permanent installations may not be
economically justified. This efficiency allows operators to achieve early production without incurring the high
costs associated with building a full-scale facility, improving the financial feasibility of smaller or less-developed
reserves.
Flexibility, Scalability, and Upgradability: The modular nature of EPFs provides operators with significant
flexibility and scalability, making them adaptable to evolving production needs. These facilities can be easily
scaled up or down based on production requirements and market conditions, offering operators the ability to
respond quickly to changing circumstances. EPFs can also be transported, installed, and upgraded with minimal
effort, making it possible to modify the facility as the field develops. This adaptability ensures that operators can
customize the EPF to meet specific field requirements and continue to enhance its capabilities over time as
production increases or market conditions shift.
EPFs are typically deployed during the early stages of field development when production rates are lower, and the
infrastructure needs to be quickly established to start generating revenue.
Infrastructure Involved:
1. Modular Process Skids: EPFs utilize modular process skids for various processing operations. These skids
are compact, prefabricated, and easily deployable, allowing for rapid installation and integration into the
EPF layout.
2. Well Testing Skids: Used for initial well testing and evaluation, these skids incorporate equipment such as
chokes, separators, and metering systems to control flow and separate well fluids.
3. Separation Skids: These skids include two-phase or three-phase separators to separate the well stream into
gas, oil/condensate, and water phases.
4. Stabilization Skids: Used to condition the produced oil or condensate by removing light hydrocarbon
components and meeting transportation specifications.
5. Dehydration Skids: These skids remove water vapor from the gas stream, preventing hydrate formation and
corrosion issues.
6. Metering and Custody Transfer Skids (LACT Skids): Used for accurate measurement and custody
transfer of produced liquids, these skids incorporate components like flow meters and samplers.
7. Produced Water Treatment Skids: Designed to treat and manage the produced water stream, removing
contaminants such as oil, solids, and dissolved salts.
Flare and Vent Skids: Used for safe disposal of excess gases or relief during upset conditions, ensuring
compliance with environmental regulations.
5.1.6 Analysis Of Investments / Projects in India’s Upstream Oil & Gas Sector
India's petroleum industry is a diverse sector that spans the exploration, production, refining, distribution, and
marketing of petroleum products. It covers upstream activities, such as the extraction of crude oil and natural gas;
193midstream operations, which involve the transportation and storage of these resources; and downstream processes,
including the refining and distribution of fuels like petrol, diesel, LPG, and kerosene.
India's oil and gas sector is experiencing a surge in investments driven by increasing energy demand and the
government's proactive measures to bolster domestic production and reduce import reliance. This has made the
sector highly attractive for investment. The government's initiatives, such as allowing foreign investment in
significant parts of the sector, including natural gas and petroleum products, and permitting foreign investors to
own up to 49% of public sector projects without reducing the government's share, have sparked considerable
interest from both domestic and international companies.
Recent updates in India’s petroleum industry:
➢ India is set to expand its exploration acreage to 1 million square kilometres by 2030, with a 16% growth
anticipated in 2025. The price of a domestic LPG cylinder in India remains among the lowest globally, priced
at INR 803 for a 14.2 kg cylinder. For households under the PMUY scheme, the effective price drops to
INR 503 per cylinder after a targeted subsidy of INR 300.
➢ The approval process for exploration and production activities has been streamlined, cutting down from 37
to just 18 approval steps, with nine of them now eligible for self-certification.
➢ The introduction of the Oilfields (Regulation and Development) Amendment Bill in 2024 ensures greater
policy stability for oil and gas producers and facilitates a single license for all hydrocarbons. The bill was
recently approved by the Rajya Sabha on December 3, 2024.
Investments in Upstream Sector:
o Minister of Petroleum & Natural Gas, Mr. Hardeep Singh Puri, stated that the Exploration and Production
(E&P) sector presents investment prospects totalling USD 100 billion by 2030.
o India's oil demand in 2024 is projected to increase by 220,000 barrels per day, reaching a total of 5.57 million
barrels per day, reflecting a 4.19% rise compared to 2023, according to OPEC estimates.
o In February 2023, Oil India Limited launched its project for India’s first exploratory oil well in the Mahanadi
Onshore Basin in Odisha, under the OALP initiative.
o Additionally, in May 2022, ONGC revealed plans to invest USUSD 4 billion between FY 2022-25 to boost
its exploration activities within India.
Future Prospects: India’s petroleum industry is heading toward a transformative future, influenced by global
shifts in energy and growing domestic demand. The sector's growth will be driven by higher investments in
exploration, expanding refining capabilities, and integrating renewable energy solutions. Efforts such as the
development of green hydrogen and carbon capture technologies underscore the industry's flexibility. With an
emphasis on sustainability and energy efficiency, India is positioned to retain its leadership in the global energy
arena while fulfilling its climate goals.
Future targets of the country:
Key Area Future Target
Refining Capacity 309.5 MMTPA by 2030
Ethanol Blending 20% by 2025-26
Green Hydrogen Production 5 MMTPA by 2030
Exploration Acreage 1 million sq. kms. by 2030
Source: PIB.Gov
5.2 Midstream Infrastructure: Transportation, Storage & Processing
Midstream Industry Market: Historical Trend and Forecasted Market Growth
194Midstream Industry Market Size USD Bn
CAGR 2025-31
4.0%
85.5
CAGR 2021-24
81.4
12.9% 78.7 77.8
74.6
71.9
69.5
67.7 67.4
65.6
45.6
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
Midstream operations in the oil and gas industry act as a crucial link between upstream extraction and downstream
distribution. This stage focuses on transporting, storing, and processing the crude oil and natural gas to ensure
they are ready for further end use. Key midstream activities include moving extracted resources via pipelines,
ships, or other transport systems, storing them at designated facilities, and processing them. These steps ensure
that oil and gas meet quality standards before being delivered for commercial and industrial.
Essentially, midstream operations form the logistical backbone applications of the industry, enabling a seamless
transition of resources from extraction sites to refineries and, ultimately, to end-users. The midstream sector of
the oil and gas industry consists of three primary segments: transportation, storage, and processing. Each of these
plays a vital role in ensuring the smooth movement, handling, and refinement of crude oil and natural gas before
they reach end-users.
Transportation
Storage
Process
195Processing: Processing is the initial stage of midstream activities, where raw natural gas is purified, and valuable
natural gas liquids (NGLs) are extracted. Natural gas processing plants play a crucial role in removing impurities
such as water, carbon dioxide, and sulphur, ensuring the gas meets quality standards before further use.
Additionally, these plants separate NGLs like ethane, propane, and butane, which have significant industrial
applications. Fractionation facilities further refine these NGLs by using a distillation process to isolate individual
components, enabling their sale for various commercial and industrial purposes. This stage ensures that natural
gas and its byproducts are properly treated and prepared for efficient utilization.
Storage: Storage serves as the intermediary phase, balancing supply and demand fluctuations while ensuring a
steady supply of oil and gas. Crude oil is stored in large tanks or underground caverns near production sites and
refineries, allowing for future processing and use. Natural gas, on the other hand, is stored in underground facilities
such as depleted reservoirs, salt caverns, and aquifers to manage seasonal demand shifts. Similarly, refined
petroleum products like gasoline, diesel, and jet fuel are kept in storage tanks at refineries, distribution terminals,
and fuel depots, ensuring they are readily available for efficient distribution when needed.
Transportation: Transportation is the final stage of midstream operations, responsible for moving crude oil,
natural gas, and refined products from storage facilities to processing plants and end-users. Pipelines are the most
cost-effective and secure method for transporting hydrocarbons over long distances. They are categorized into
crude oil pipelines, which transfer unrefined oil to refineries, natural gas pipelines that move gas from extraction
sites to processing plants, and product pipelines that distribute refined fuels such as gasoline and diesel.
Additionally, tankers play a crucial role in international trade, transporting bulk quantities of crude oil and
liquefied natural gas (LNG) across oceans. These vessels include crude oil tankers, LNG carriers, and product
tankers that handle refined petroleum. For shorter distances, trucks provide flexibility by delivering oil and gas to
areas not serviced by pipelines or rail, ensuring last-mile connectivity in the supply chain.
Overall, midstream operations ensure the seamless transition of oil and gas from extraction to final distribution
by integrating efficient transportation, storage, and processing systems. These activities form the backbone of the
energy supply chain, enabling the reliable and secure delivery of fuel resources worldwide.
196Transportation, Storage & Processing Drivers for Oil & Gas Industry:
•The Indian government has been investing heavily in building and upgrading oil and gas
infrastructure, including pipelines, storage facilities, and terminals to ensure efficient
transportationandprocessingofoilandgas.
•Example:The Indian Strategic PetroleumReserve (ISPR)has beenestablished tostore crude oil
atstrategiclocations,ensuringenergysecurityduringemergencies.
Infrastructure
Development and •Additionally, IOCL (Indian Oil Corporation Limited) has developed multi-product pipelines that
Investments transportpetroleumproductsefficientlyacrossregions.
•The oil and gas sector in India has seen increased participation from private players, leading to
more investment in infrastructure. PPP models have enabled faster and more efficient project
execution,ensuringthetimelyconstructionofpipelines,storagefacilities,andprocessingplants.
•Example: The GAIL India Ltd. has expanded its gas pipeline network under a PPP model,
Privatization and Public-
improvingtransportationefficiencyandenablingthedeliveryofnaturalgastovariousindustries.
Private Partnerships
(PPP)
•With growing geopolitical uncertainties and the risk of energy supply disruptions, India has
focusedonenhancingitsstorageandprocessingcapabilitiestoensureenergysecurity.
•Example: The Strategic Petroleum Reserves (SPR) in locations such as Mangalore,
Visakhapatnam, and Padur help store emergency supplies of crude oil, ensuring India's ability to
Energy Security managesupplydisruptions.
Concerns
•The growth of logistics networks, including rail, road, and sea transportation, plays a significant
roleintheefficientmovementofoilandgasproducts.Investmentinportsandinfrastructurehas
enabledbetterdistributionandprocessing.
•Example: The JNPT (Jawaharlal Nehru Port Trust) in Mumbai has become a vital hub for the
Logistics and importandexportofcrudeoilandrefinedpetroleumproducts,drivingthetransportationneeds
Distribution Network oftheoilandgassector.
Enhancement
1975.2.1 Oil & Gas Pipeline Infrastructure in India
India's Oil & Gas Pipeline Infrastructure is a vital component of the country’s energy transportation system,
facilitating the movement of crude oil, natural gas, and refined products across vast distances. The pipeline
network spans over 16,000 kilometres, connecting major production centres, refineries, and consumption hubs,
and plays a crucial role in ensuring the efficient, safe, and cost-effective delivery of energy resources.
Key pipelines include crude oil pipelines, natural gas transmission lines, and product pipelines, which support
both domestic needs and regional exports. India is also expanding its pipeline infrastructure with significant
projects such as the Pradhan Mantri Urja Ganga Project, aimed at increasing natural gas accessibility, and the
National Gas Grid, intended to integrate gas supply across states. The government’s focus on improving pipeline
infrastructure is helping reduce reliance on road and rail transport, reducing costs, enhancing energy security, and
minimizing environmental impact. Additionally, with increasing demand for cleaner energy sources, there is a
growing emphasis on LNG (Liquefied Natural Gas) pipelines, strengthening India's position as a key player in the
global energy market.
Oil & Gas Pipeline Industry Market: Historical Trend and Forecasted Market Growth (CY 2021-CY 2031):
Oil & Gas Pipeline Industry Market Size USD Bn
CAGR 2025-31
4.0%
23.2
CAGR 2021-24
22.1
12.9% 21.4 21.1
20.3
19.5
18.8
18.4 18.3
17.8
12.4
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
Existing Major Crude Oil Pipelines in India- As on 31.03.2023 by Ministry of Petroleum and Natural Gas Latest
Annual Report:
Throughput (MMT)
Type of Pipeline/ Capacity Capacity
Length
Owner/ Name of Utilization in
(Km)
Pipeline (MMT) 2022-23 (%)
2021-22 2022-23
IOCL
Salaya Mathura 2646 25.0 25.9 28.5 114.2
Pipeline
Mundra Panipat 1194 8.4 7.0 5.8 69.2
Pipeline
198Throughput (MMT)
Type of Pipeline/ Capacity Capacity
Length
Owner/ Name of Utilization in
(Km)
Pipeline (MMT) 2022-23 (%)
2021-22 2022-23
Paradip Haldia 1355 15.2 15.6 19.0 125.2
Barauni pipeline
Salaya Mathura 14 - - - -
Pipeline
Paradip Haldia 92 - - - -
Barauni pipeline
A. Total IOCL 5301 48.6 48.5 53.4 109.8
ONGC
CTF Kalol to CTF 63 3.1 1.1 1.0 33.2
Nawagam - New
Nawagam-Koyali 80 5.4 3.6 3.7 68.9
(18" New)
Nawagam-Koyali 78 3.3 0.0 0.0 0.0
(14" Old)
Mehsana-Nawagam 77 2.3 2.1 2.1 93.4
trunk line - New
CTF, Ankleshwar 95 2.2 0.6 0.5 24.2
to Koyali pipeline
CTF, Ankleshwar 44 0.4 0.0 0.0 0.0
to CPF, Gandhar
CPF, Gandhar to 57 1.8 0.5 0.4 23.4
Saraswani ‘T’ point
Akholjuni- Koyali 66 0.5 0.4 0.4 82.5
oil pipe line
Lakwa-Moran oil 15 1.5 0.5 0.5 34.0
line (New)
Lakwa-Moran oil 18 1.5 0.0 0.0 0.0
line (Old)
Geleki-Jorhat oil 49 1.5 0.0 0.0 0.0
line (old)
Geleki-Jorhat oil 48 1.5 0.3 0.3 18.7
line (new)
Borholla- Jorhat 43 0.6 0.0 0.0 0.0
(old)
Borholla- Jorhat 43 0.6 0.2 0.2 34.8
(New)
199Throughput (MMT)
Type of Pipeline/ Capacity Capacity
Length
Owner/ Name of Utilization in
(Km)
Pipeline (MMT) 2022-23 (%)
2021-22 2022-23
NRM (Narimanam) 5 0.7 0.4 0.3 41.9
to CPCL
KSP-WGGS to 14 0.1 0.1 0.1 74.4
TPK Refinery
GMAA EPT 4 0.1 0.0 0.0 36.2
Mumbai High - 204 15.6 6.4 3.6 23.2
Uran Trunk
Pipeline
Heera-Uran Trunk 81 11.5 4.4 6.0 52.4
Pipeline
Bombay-Uran 203 6.4 0.0 0.5 7.4
Trunk 30" Pipeline
B. Total ONGC 1284 60.6 20.6 19.8 32.6
OIL
Duliajan-Digboi- 1193 9.0 6.2 6.8 76.0
BarauniBongaigaon
Pipeline
HMPL
Mundra - Bhatinda 1017 11.3 13.1 12.8 113.8
Pipeline
BPCL
Vadinar - Bina 937 7.8 7.4 7.8 100.2
Pipeline
CAIRN
Mangala- Bhogat 660 8.7 5.9 5.1 58.6
Pipeline
Bhogat- Marine 28 2.0 1.4 2.1 105.0
C. Total CAIRN 688 10.7 7.3 7.2 67.2
D. Total Crude Oil 10420 147.9 103.1 107.8 72.8
Pipeline
Source: MoPNG
India’s natural gas pipeline infrastructure plays a crucial role in the economical and safe transportation of natural
gas. The network has evolved significantly over the past two decades, and recent developments have further
expanded its reach. As of September 2024, 33,475 km of natural gas pipelines have been authorised, with 24,945
km operational and over 10,000 km still under construction. Over the last four to five years alone, nearly 7,500
km of operational pipelines have been added to the network. India also maintains a robust crude oil pipeline
200network, which spans 10,938 km and has a total capacity of 153.1 million metric tonnes per annum (mmtpa),
complementing the country’s growing energy infrastructure and supporting its increasing demand for energy.
Historically, GAIL (India) Limited and Gujarat State Petronet Limited (GSPL) dominated the natural gas pipeline
network in India before 2007. The formation of the Petroleum and Natural Gas Regulatory Board (PNGRB) in
2006 introduced new regulations and tariff structures, which revealed regional imbalances in the pipeline
infrastructure. Between 2007 and 2020, the network expanded from 7,200 km to about 17,000 km, owned by
multiple entities, each implementing its own tariff system. This concentration of pipelines in select regions led to
imbalances in the national network.
To address these issues, a number of reforms were implemented between 2020 and 2023, including measures to
extend gas accessibility to remote areas and the discontinuation of the additive tariff regime. A key initiative in
this transformation is the “One Nation One Gas Grid” project, which connects 22 trunk and regional pipelines,
aiming to create a unified, efficient national gas network. Starting in April 2023, the PNGRB introduced a unified
tariff system for interconnected pipelines, creating three tariff zones rather than two.
Despite the expansion, capacity utilisation remains relatively low for most pipelines, with major networks
operating at 40-50% capacity. For instance, GAIL’s integrated pipeline network operates at 48% capacity, and
Indian Oil Corporation’s Dadri-Panipat pipeline at 52%. GSPL’s network is an exception, operating at 71%
capacity. To boost capacity utilisation, further expansion of the pipeline network, particularly in remote areas, is
essential.
Pipeline Infrastructure Limited (PIL) is a key player in this expansion. It operates a 1,480 km pipeline from
Kakinada in Andhra Pradesh to Bharuch in Gujarat, which is India’s first bi-directional natural gas pipeline. This
pipeline connects important supply hubs on the east coast to key demand centres in the west. The network is
supported by 10 compressor stations and has an installed power capacity exceeding 900 MW. Currently, PIL’s
capacity utilisation stands at about 40%, and it transports roughly 30% of the country’s domestic gas. In the past
five years, the volume transported by PIL has nearly doubled, driven by an increased supply of domestic gas from
the east coast. The entire pipeline is remotely operated from two control stations, one in Mumbai and the other in
Hyderabad.
PIL serves various sectors, including refineries, fertilisers, petrochemicals, power plants, and city gas distribution
(CGD), making it an integral part of India’s national gas grid and the unified tariff regime. To assess its operational
efficiency, benchmarking exercises are conducted against global pipelines. In 2022, a total of 41 pipelines,
including six gas pipelines, were evaluated. The study revealed that while Indian pipelines excel in several areas,
such as operational practices, energy efficiency remains an area for improvement. Additionally, expenditure on
maintenance and integrity management is lower than global standards, potentially affecting long-term pipeline
safety and reliability. Although pipeline utilisation has shown improvement, there is still considerable potential
for further growth.
List of fully operational common carrier natural gas pipelines:2F2F6
Length (KM)
Natural Gas Pipelines State(s) Ownership
(Operating)
Assam Regional Network Assam 8 GAIL
Cauvery Basin Network Puducherry and Tamil Nadu 242 GAIL
Hazira-Vijaypur-Jagdishpur -GREP (Gas Uttar Pradesh, Madhya Pradesh,
Rehabilitation and Expansion Project)- Rajasthan and Gujarat, Haryana, 6,732 GAIL
Dahej-Vijaypur HVJ/VDPL Delhi, and Uttarakhand
Uttar Pradesh, Madhya Pradesh,
Dahej-Vijaypur (DVPL)-Vijaypur-Dadri
Rajasthan and Gujarat, Haryana, 6,732 GAIL
(GREP) Upgradation DVPL 2 & VDPL
Delhi, and Uttarakhand
Andhra Pradesh, Gujarat,
Kakinada-Hyderabad-Uran-Ahmedabad
Maharashtra, Telangana and 1,483 PIL
(East West Pipeline)
Karnataka
6 Government of India
201Length (KM)
Natural Gas Pipelines State(s) Ownership
(Operating)
Gujarat, Maharashtra, UT of
Dahej-Uran-Panvel-Dabhol Dadra & Nagar Haveli and Daman 943 GAIL
& Diu
KG Basin Network Andhra Pradesh 867 GAIL
Gujarat Regional Network Gujarat 585 GAIL
Agartala Regional Network Tripura 65 GAIL
Dadri-Panipat Haryana and Uttar Pradesh 143 IOCL
Mumbai Regional Network Maharashtra 125 GAIL
Uran-Trombay Maharashtra 24 ONGC
High Pressure Gujarat Gas Grid Gujarat 2758 GSPL
Hazira-Ankleshwar (HAPI) Gujarat 73 GGL
Low Pressure Gujarat Gas Grid Gujarat 57 GSPL
Madhya Pradesh and Uttar
Shahdol-Phulpur 304 RGPL
Pradesh
Assam Regional Network Assam 107 AGCL
Dukli – Maharajganj Agartala (Tripura) 0 (5.2 Auth.) GAIL
Uran-Taloja Maharashtra 42 DFPCL
Vijaipur-Auraiya-Phulpur spur line Madhya Pradesh, Uttar Pradesh 667 GAIL
Chainsa-Jhajjar-Hissar Haryana, Rajasthan 444 GAIL
Punjab, Haryana, Uttar Pradesh,
Dadri-Bawana-Nangal Uttarakhand, Delhi, Himachal 983 GAIL
Pradesh
Source: MoPNG
5.2.2 Expansion Plans: Upcoming Pipeline Networks
On January 7, 2025, India's Ministry of Petroleum and Natural Gas announced plans to expand the country's
natural gas pipeline network by an additional 10,805 kilometres (6,714 miles). This expansion builds on the
existing network, which spanned 24,945 kilometres (15,499 miles) as of September 10, 2024. Compared to the
15,340 kilometres (9,532 miles) in operation in 2014, this reflects a 62.6% increase in pipeline
infrastructure.3F3F7
7 https://www.pipeline-journal.net/news/india-expand-natural-gas-pipeline-network-nearly-11000-
km#:~:text=India%20plans%20to%20expand%20its,announced%20on%20January%207%2C%202025.
202Pipeline and Transmission Projects in Asia by 2028
India
43%
57%
Others
Source: D&B Research
Out of the 62 pipeline projects set to commence operations in India by 2028, gas pipelines are anticipated to make
up 48.4%, followed by product pipelines at 40.3% and oil pipelines at 11.3%. Gas pipelines are projected to
dominate in terms of length, accounting for 57% of total pipeline expansions. Key upcoming gas pipeline projects
include the Jagdishpur–Haldia Phase II pipeline, spanning 1,900 km and operated by GAIL (India) Ltd,
expected to begin operations in 2024. Another major development is the Mehsana–Bhatinda pipeline, stretching
1,834 km, operated by GSPL India Gasnet Ltd, and also slated for completion in 2024.
Product pipelines will contribute around 30% of total transmission pipeline length additions. Among these, the
Kandla–Gorakhpur product pipeline, covering 2,809 km, is one of the most significant projects. This pipeline
is currently under construction and expected to commence operations in 2024, with IHB Ltd serving as the
operator. This rapid expansion aligns with India's broader strategy to strengthen its oil and gas infrastructure,
improve accessibility, and support its growing energy consumption needs.
Expected
Completion Date
Pipeline Project Name Length (km) Description
& Estimated
Project Cost
Aimed at connecting the eastern part of India
with the National Gas Grid, this pipeline will
Mar-25 ensure the availability of natural gas in Uttar
Jagdishpur-Haldia-Bokaro- Pradesh, Bihar, Jharkhand, Odisha, and West
(Estimated
Dhamra Natural Gas Pipeline 3,306 Bengal. It also plans to connect to the North-
Project Cost:
(Urja Ganga Project) East Grid, serving eight North-Eastern states
12,940 Crore) in phases. The project has faced delays due
to right-of-use (RoU) availability issues but
is now slated for completion by March 2025.
The Ministry of Petroleum and Natural Gas
Ongoing has announced plans to expand the national
gas grid by 10,805 km. This expansion aims
(Estimated
National Gas Grid Expansion 10,805 to connect all major demand and supply
Project Cost:
centres across India, ensuring uniform
12,940 Crore) availability of natural gas and supporting
economic and social progress.
2025
Operated by GSPL India Gasnet Ltd, this
Mehsana–Bhatinda Natural pipeline aims to transport natural gas from
1,834 (Estimated
Gas Pipeline Mehsana in Gujarat to Bhatinda in Punjab,
Project Cost:
enhancing gas connectivity in northern India.
4,500 Crore)
203Expected
Completion Date
Pipeline Project Name Length (km) Description
& Estimated
Project Cost
2025 Managed by GAIL (India) Ltd, this pipeline
Mumbai–Nagpur– will connect Mumbai in Maharashtra to
(Estimated
Jharsuguda Natural Gas 1,755 Jharsuguda in Odisha via Nagpur,
Project Cost:
Pipeline facilitating gas distribution across central
Rs 2660 crore) and eastern regions.
2025 Operated by IHB Pvt Ltd, this pipeline is set
to be the longest upcoming pipeline, aiming
Kandla–Gorakhpur LPG
2,809 (Estimated to meet the growing liquefied petroleum gas
Pipeline
Project Cost: demand in the western parts of Gujarat,
10,923 Crore) Madhya Pradesh, and Uttar Pradesh.
2025 This project involves constructing a natural
gas pipeline grid branching from Guwahati
North-East Natural Gas (Estimated
1,656 to Imphal, Agartala, and Itanagar, aiming to
Pipeline Grid Project Project Cost:
enhance gas connectivity in northeastern
Rs 9265 Crore) India.
The TAPI pipeline aims to transport natural
Ongoing gas from Turkmenistan through Afghanistan
Turkmenistan–Afghanistan–
and Pakistan into India, enhancing regional
Pakistan–India (TAPI) 1,814
(Investment: Rs energy cooperation. The Turkmenistan
Pipeline
65,360 Crore) section was completed in 2024, with ongoing
developments in Afghanistan.
5.2.3 Strategic Petroleum Reserve Program in India
In a move to enhance the country’s energy security, the Government of India approved the construction of
Strategic Petroleum Reserves (SPRs) on January 7, 2004. To implement and manage these reserves, a Special
Purpose Vehicle (SPV) was established. In 2006, the ownership of Indian Strategic Petroleum Reserve Limited
(ISPRL) was transferred to the Oil Industry Development Board (OIDB) following a decision by the Cabinet
Committee on Economic Affairs (CCEA). The SPRs are funded through OIDB resources. Currently, ISPRL
operates as a wholly owned subsidiary of the Oil Industry Development Board, a corporate body.
Under Phase-I of the SPR program, ISPRL developed underground rock caverns with a total storage capacity of
5.33 million Metric Tonnes (MMT) at three locations: Visakhapatnam (1.33 MMT) in Andhra Pradesh, and
Mangalore (1.5 MMT) and Padur (2.5 MMT) in Karnataka. These reserves serve as a safeguard against supply
disruptions, ensuring strategic availability of crude oil during emergencies.
Collectively, the three SPRs can sustain approximately 9.5 days of national demand and were officially dedicated
to the nation by the Hon’ble Prime Minister on February 10, 2019. The Government of India has allocated
substantial funds to develop and maintain the SPRs. In the 12th Five-Year Plan, ₹4,948 crore was approved to
fund the development of Visakhapatnam cavern and partially fund the Mangalore and Padur facilities.
204Padur Vishakhapattnam Mangalore
(Karanataka) (Andhra Pradesh) (Karnataka)
2.5 MMT 1.33 MMT 1.5 MMT
The Abu Dhabi National Oil Company (ADNOC) has participated in Phase-I by storing 5.86 million barrels of
Abu Dhabi National Oil Company crude in Cavern-A of the Mangalore SPR. To optimize utilization, the Union
Cabinet approved the commercialization of Phase-I SPRs on July 8, 2021. This initiative allows ISPRL to lease
up to 30% of the storage capacity to Indian or foreign companies, while ensuring that the Government of India
retains priority rights over the stored crude in case of exigencies. Additionally, up to 20% of the storage capacity
can be traded by Indian companies.
Expanding on the initiative, the government approved Phase-II of the SPR program, which includes an additional
6.5 MMT of storage capacity at Chandikhol (4 MMT) in Odisha and Padur (2.5 MMT) in Karnataka. These
facilities, developed under the Public-Private Partnership (PPP) model, will also include two dedicated Single
Point Moorings (SPMs) and associated pipelines.
Taking advantage of low crude oil prices in April-May 2020, India filled its SPRs to full capacity, leading to
notional savings of approximately INR 5,000 crore. To attract global participation in Phase-II, two roadshows
were conducted, drawing interest from major global trading firms such as Trafigura, BP, PetroChina, Glencore,
Shell, Vitol, and others. The entire SPR infrastructure, including the caverns, SPMs, and pipelines, will remain
under the ownership of the Government of India. At the end of the 60-year concession period, the facilities will
be transferred back to the government.
Advantages and Application Area for Oswal Energies:
The Strategic Petroleum Reserve Program can benefit various equipment from Oswal Energies, particularly those
used in oil and gas storage, processing, and transportation. Examples include:
➢ Storage Tanks: These are crucial for storing large quantities of petroleum and other chemicals, which are
essential in maintaining strategic reserves.
➢ Pressure Vessels: Used for storing and processing pressurized liquids and gases, including petroleum
products that are part of the reserve infrastructure.
➢ Heat Exchangers: Employed in refinery processes for transferring heat between different fluid systems,
helping maintain optimal temperatures for oil storage and processing.
➢ Pig Launcher & Receiver: Essential for maintaining pipeline integrity, which is vital for the transportation
and storage of crude oil in reserve facilities.
5.2.4 Future Plans in Establishing Strategic Petroleum Reserves
India's future strategic petroleum reserve (SPR) plans centre on significantly expanding its storage capacity to
enhance energy security. The approved Phase II expansion involves establishing two new commercial-cum-
strategic facilities, adding a total of 6.5 million Metric Tonnes (MMT) to the nation's reserves. These new reserves
will be strategically located at Chandikhol in Odisha, with a capacity of 4 MMT, and an expansion of the existing
facility at Padur in Karnataka, adding 2.5 MMT.
205This expansion is being pursued under a Public-Private Partnership (PPP) model, leveraging private sector
expertise and investment. The goal is to not only increase storage capacity but also to create commercial
opportunities within the SPR framework. To that end, Budget 2025-26 has allocated ₹5,597 crore for oil purchases
for the SPRs, ₹180 crore for operations and maintenance, and ₹335 crore for land acquisition and construction of
new caverns.
The entire SPR facility will remain under the ownership of the Government of India. The agreement with the
private partner stipulates that at the end of the 60-year concession period, the strategic petroleum reserve,
including associated infrastructure like the Single Point Mooring (SPM) and pipelines (both onshore and offshore),
will be transferred back to the Government.
A critical aspect of these future plans is ensuring India's priority access to the stored crude oil. The Government
of India will retain the first right to utilize the crude oil stored in these facilities in the event of an oil shortage or
supply disruption.
Feature Existing (Phase I) Future (Phase II)
Capacity 5.33 MMT 6.5 MMT
Locations Visakhapatnam (AP), Mangaluru & Chandikhol (Odisha), Padur
Padur (Karnataka) Expansion (Karnataka)
Mode Government-owned Public-Private Partnership
(PPP)
Commercial Use Partial Fully commercial; operator can
trade all stored oil
Government First Right Yes, in case of oil shortage Yes, in case of oil shortage
Completion Completed Target 2029-30 (for first SPR
with private company)
5.2.5 RLNG Terminal Infrastructure in India
Regasified Liquefied Natural Gas (RLNG) is natural gas that has been cooled to approximately -160°C,
transforming it into Liquefied Natural Gas (LNG) for easier storage and transportation. Upon reaching import
terminals, LNG is regasified, converting it back into its gaseous state, and then distributed via pipelines to various
sectors, including industry, power generation, and city gas distribution networks. This cleaner alternative to
conventional fossil fuels is used in electricity generation, industrial heating, transportation, and residential
applications. Terminal infrastructure for RLNG involves specialized facilities designed for importing, storing,
processing, and distributing LNG. These include receiving docks, cryogenic storage tanks, regasification units,
and pipeline connections, ensuring safe and efficient handling of LNG at every stage of the process to meet the
growing energy demands of the country.
206Existing RLNG Infrastructure in India
LNG Import Terminal
(Receives LNG from ships)
LNG Storage Tanks
(Stores LNG at cryogenic
temperatures for regasification)
Regasification Unit
(Converts LNG to RLNG)
Pipeline Networks Power
Industrial Use
Generation
(Transport the
(Factories,
RLNG to various (Gas -Based
Manufacturies)
sector) power plant)
City Gas Network
Distribution to CNG
Stations & Household
LNG Import Terminals:
India has developed several LNG import terminals along its coastline to meet its growing energy needs. Notable
terminals include:
• Dahej LNG Terminal (Gujarat): Operated by Petronet LNG, with a capacity of 17.5 million tonnes per
annum (MTPA). The project cost is estimated at Rs.2,800 crore.
• Kochi LNG Terminal (Kerala): Also managed by Petronet LNG, with a capacity of 5 MTPA. And the
project is expected to cost around Rs.2,300 crore.
• Chhara LNG Terminal (Gujarat): Developed by Hindustan Petroleum Corporation Limited (HPCL),
expected to commence operations by the end of 2024 or early 2025, with a capacity of 5 MTPA with an
investment of approximately Rs 4,750 crore
• Gopalpur Port (Odisha): Petronet LNG plans to set up a floating LNG receipt facility here, with a capacity
of about 4 MTPA. The enterprise value of GPL is projected to be Rs 3,080 crore, subject to closing
adjustments, with a total consideration for the stake of Rs 1,349 crore.
LNG Storage Tanks: Upon unloading, LNG is stored in cryogenic tanks designed to maintain temperatures
around -160°C, ensuring it remains in liquid form until regasification.
Regasification Units: Stored LNG is converted back to its gaseous state using heat exchangers, often utilizing
seawater or other heat sources.
Distribution Network: Post-regasification, natural gas is distributed through pipelines to various end-users:
• Industrial Use: Factories and manufacturing units utilize natural gas for processes requiring consistent and
efficient energy sources.
• Power Generation: Gas-based power plants use natural gas to generate electricity, contributing to the
national grid.
• City Gas Distribution (CGD): Urban areas receive natural gas for residential cooking, heating, and fueling
Compressed Natural Gas (CNG) stations for vehicles.
207Advantages and Applications for Oswal Energy: Oswal Energy’s heavy engineering division can contribute
significantly to the RLNG infrastructure through:
• Storage Tanks: Designing high-pressure, cryogenic storage tanks for LNG.
• Pressure Vessels: Manufacturing vessels to handle natural gas under pressure during storage and transport.
• Heat Exchangers: Providing high-efficiency heat exchangers crucial for the regasification process.
• Piping Systems: Supplying heavy-duty piping systems for safe and efficient RLNG transportation.
• Flow Control Equipment: Offering valves, flow meters, and control systems to manage RLNG flow and
pressure.
These contributions align with India's strategic push toward enhancing energy security and promoting cleaner fuel
alternatives.
5.2.6 Small Scale LNG (SSLNG) Terminals in India
SSLNG terminals play a crucial role in ensuring energy security by acting as a backup supply in case of disruptions
in pipeline-based gas distribution. During natural disasters, maintenance shutdowns, or geopolitical disturbances
affecting LNG imports, SSLNG can provide an immediate and decentralized alternative to maintain energy
continuity for critical industries, power plants, and essential services. SSLNG can complement renewable energy
sources like solar and wind by providing a stable and dispatchable power source during periods of low renewable
generation. Hybrid energy systems using SSLNG can enhance grid stability, especially in remote and island
regions where energy storage options like batteries might be insufficient.
Role Played by SSLNG in India
➢ Enhancing Energy Access in Remote Areas: SSLNG (Small Scale Liquefied Natural Gas) serves as a
decentralized energy solution, making gas distribution feasible in regions where pipeline expansion is either
economically unviable or technically challenging. This enables industries and commercial establishments in
remote areas to benefit from a reliable and cleaner energy source, thus improving energy access and
sustainability.
➢ Reducing Dependence on Diesel and Other Fuels: SSLNG supports the decarbonization of industries and
transport sectors by replacing diesel, furnace oil, and other high-emission fuels. Its use in heavy-duty vehicles,
railways, and shipping aligns with India’s carbon reduction commitments, contributing to a significant
reduction in greenhouse gas emissions and promoting cleaner energy alternatives.
➢ Supporting City Gas Distribution (CGD) Networks: Many Cities Gas Distribution (CGD) companies rely
on SSLNG supplies for gas distribution in urban and semi-urban areas where pipeline infrastructure is still
developing. SSLNG helps bridge the gap, ensuring a continuous and efficient supply of natural gas to these
areas, thus supporting the expansion and reliability of CGD networks.
➢ Boosting Industrial and Commercial Consumption: Small and medium enterprises (SMEs), power
generation units, and the manufacturing sector benefit from SSLNG’s cost-effective and environmentally
friendly energy supply. The availability of SSLNG helps these industries reduce their operational costs while
minimizing their environmental impact, thereby enhancing their overall efficiency and competitiveness.
➢ Enhancing India's LNG Market and Trading Opportunities: The introduction of SSLNG contracts on
the India Gas Exchange (IGX) has facilitated new trading opportunities, improving market accessibility for
LNG buyers and sellers. This development has boosted the LNG market in India, allowing for more flexible
and transparent trading practices, and encouraging greater participation from domestic and international
players.
These points highlight the significant role that SSLNG plays in enhancing energy access, reducing emissions,
supporting city gas networks, boosting industrial consumption, and enhancing India's LNG market and trading
opportunities. Together, these contributions help drive India's transition towards a more sustainable and efficient
energy future.
➢ Current Scenario of SSLNG in India (2024-25): As of 2024-25, India's Small-Scale Liquefied Natural Gas
(SSLNG) sector is witnessing significant developments aimed at enhancing energy accessibility and
promoting cleaner fuel alternatives. The Indian government aims to increase the share of natural gas in the
country's energy mix from the current 6.2% to 15% by 2030.
➢ Indian Gas Exchange (IGX) Initiatives: In April 2024, the Indian Gas Exchange (IGX) introduced SSLNG
contracts at the Dahej and Hazira LNG terminals after receiving approval from the Petroleum and Natural
208Gas Regulatory Board (PNGRB). These contracts are designed for industries and City Gas Distribution
(CGD) companies that lack pipeline connectivity, offering flexible options on a daily, fortnightly, and
monthly basis. IGX also plans to expand these services to additional terminals, including Dhamra, Mundra,
Ennore, Kochi, and on-land SSLNG stations at Vijaipur. This initiative seeks to address the growing demand
for natural gas in off-grid regions while supporting the government's efforts to promote LNG-fuelled vehicles
and establish retail stations along highways.
➢ Public Sector Undertakings (PSUs) Engagement: Public sector companies are actively investing in
SSLNG infrastructure. In March 2024, GAIL (India) Ltd commissioned the first SSLNG unit in the country
at its Vijaipur complex in Madhya Pradesh, with a daily capacity of 36 tonnes. In June 2024, Oil and Natural
Gas Corporation (ONGC) and Indian Oil Corporation (Indian Oil) entered into a partnership to establish an
SSLNG plant near ONGC's Hatta Gas Field in Madhya Pradesh. This plant is expected to produce 32 to 35
tonnes of LNG per day, utilizing around 45,000 standard cubic meters per day (SCMD) of gas. The project
focuses on converting stranded gas fields into LNG for distribution via road tankers.
Market Expansion and Future Outlook:
The SSLNG sector is poised for significant growth, driven by increasing demand for natural gas in areas without
pipeline infrastructure. In the fiscal year 2023-24, India recorded LNG imports of 85 million cubic meters per day,
up from 72 million cubic meters per day in the previous fiscal year. This upward trend is expected to continue,
supported by declining prices and rising demand. Projections indicate that demand for road-transported LNG
could reach around 5 million cubic meters per day within the next five years. The government's plan to introduce
over 500 LNG dispensing stations nationwide further underscores the anticipated expansion of the SSLNG
segment.
The growth of Small-Scale Liquefied Natural Gas (SSLNG) in India is improving natural gas accessibility,
especially in areas without pipeline networks. Increased investments and government initiatives for LNG-based
fuelling infrastructure are driving its expansion. SSLNG is expected to support industries, transportation, and
energy security while contributing to a cleaner energy mix.
Advantages and Application Area for the Company:
➢ Cryogenic Storage Tanks – These are used to store LNG at very low temperatures. The SSLNG terminal
infrastructure would require such tanks to store and transport the LNG safely.
➢ Regasification Units – These are crucial for converting LNG back into gas form. Oswal Energies equipment
for this purpose could be used in the terminal's regasification process.
➢ Pipeline and Distribution Systems – The installation and maintenance of pipelines for the transportation of
regasified LNG to end users could involve the use of Oswal Energies high-performance pipeline infrastructure
and related equipment.
➢ Pumps & Compressors – For efficient transfer and pumping of LNG and its regasified form, Oswal Energies
advanced pumping and compression systems would play a key role in facilitating LNG flow through the
terminal.
5.3 Downstream Infrastructure: Distribution, Refining & Purifying
Downstream Industry Market: Historical Trend and Forecasted Market Growth (CY 2021-CY 2031):
209Downstream Industry Market Size USD Bn
CAGR 2025-31
6.1%
397.4
371.1
CAGR 2021-24 347.9
14.9% 327.3
313.9 309.1
292.9
279.0
265.2 266.5
175.5
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
In the downstream infrastructure, crude oil is sent to refineries, where it undergoes processes such as distillation,
cracking, and reforming to produce fuels like gasoline, diesel, jet fuel, and liquefied petroleum gas (LPG).
Similarly, natural gas is processed to remove impurities and can be converted into liquefied natural gas (LNG) or
compressed natural gas (CNG) for transportation and power generation. Additionally, hydrocarbons are used in
petrochemical plants to create essential industrial materials such as plastics, fertilizers, and synthetic fibres. These
refined products are then distributed through pipelines, storage terminals, and retail networks before reaching end
consumers, ensuring a continuous supply of energy and raw materials for various industries and households.
The downstream sector of the oil and gas industry focuses on post-production activities, ensuring that oil and gas
products reach consumers. This includes refining crude oil, processing and purifying raw natural gas, as well as
marketing and distributing derived products. As the segment closest to end-users, it delivers essential products
such as gasoline, diesel, jet fuel, heating oil, lubricants, and petrochemicals.
5.3.1 Crude Oil Refining Capacity in India
India has emerged as a major refining hub in the global oil and gas industry. As of April 2024, the nation’s total
refining capacity is around 256.82 million metric tonnes per annum (MMTPA), making it the fourth largest in
the world, behind the United States, China, and Russia. Indian Oil Corporation Limited (IOCL) plays a
significant role in India's refining capacity, managing multiple refineries across the country. Key facilities include
the Digboi Refinery in Assam with a capacity of 0.65 MMTPA, the Koyali Refinery in Gujarat at 13.7 MMTPA,
and the Panipat Refinery in Haryana at 15 MMTPA.
210Total Refinery Capacity of Crude Oil in MMT
309.5
249.8 249.2 251.2 250
FY 2020-21 FY 2021-22 FY 2022-23 2025 Jan FY 2030 F
Source: PNG Annual Report 2022-23, PIB, Petroleum Planning & Analysis Cell (PPAC)
The total crude oil processed across refineries from 2020-21, the impact of the COVID-19 pandemic led to a
significant drop in crude processing to 221.8 MMT as of previous year with utilization falling to 88.8%, reflecting
lower fuel demand and industrial slowdowns. As economic activity resumed, 2021-22 showed an increase in crude
processing to 241.7 MMT, with utilization improving to 97.0%. By 2022-23, the sector fully rebounded,
processing 255.2 MMT and achieving a 101.6% utilization rate, showcasing strong recovery and demand. The
data highlights the refining sector's resilience and ability to adapt to global economic challenges.
Impact on Equipment manufacturers and services providers:
➢ Upgrades and Expansion Projects in Refineries: India’s refineries have seen periodic upgrades to expand
capacity, driving demand for EPC contractors to manage large-scale projects, including installing new
machinery and re-engineering systems. As refineries adopt advanced technologies like digitalization,
automation, and cleaner solutions, EPC companies are playing a key role in retrofitting infrastructure with
updated process units, safety systems, and emission controls. Future expansion, fuelled by government
incentives, will further increase investments in new and upgraded refineries, requiring EPC contractors to
design, procure, and construct these projects, while equipment manufacturers provide advanced, cutting-edge
solutions.
➢ Integration with Crude Oil Supply Chain: The refining process requires constant crude oil supply, and any
increase in refining capacity will lead to a surge in crude oil processing needs. This directly impacts the
demand for oil and gas-related equipment, which is where Oswal Energies can supply solutions for oil
pumping stations, compressors, and storage facilities. With India's projected increase in crude oil imports and
refining capacity, Oswal Energies may benefit by becoming a key player in supplying technologically
advanced systems to enhance oil processing, transportation, and storage.
➢ Environmental Standards and Green Technology: As refining capacity grows, there will likely be stricter
environmental standards that refineries must meet. The company like Oswal Energies could benefit by
providing eco-friendly solutions such as clean energy technologies, wastewater treatment systems, and low-
emission equipment for refineries. Given the global trend towards sustainability, India’s refining sector will
likely prioritize green technologies. This shift could offer Oswal Energies the opportunity to design and
implement innovative solutions that reduce emissions, conserve energy, and improve refinery efficiency.
5.3.2 Snapshot of Key Refineries
The country has a well-established network of refineries operated by Public Sector Undertakings (PSUs) and
private companies, playing a crucial role in meeting domestic fuel demands and exporting refined petroleum
products. India's oil refining sector is dominated by Central Public Sector Enterprises (CPSEs), which are
government-owned companies operating large refineries across the country. These refineries play a critical role
in ensuring energy security, catering to domestic fuel demands, and supporting industrial growth. The major
CPSEs in the refining sector include
As of 2023, the total refining capacity of CPSEs in India stands at approximately 151.7 million metric tonnes
per annum (MTPA), accounting for more than 60% of India’s total refining capacity
211➢ Bharat Petroleum Corporation Limited (BPCL) is a leading public sector refining company in India,
operating four major refineries with a total capacity of 35.3 million metric tonnes per annum (MTPA). The
Mumbai Refinery (12 MTPA) is one of the country’s oldest and most efficient refineries, serving western
India. The Kochi Refinery (15.5 MTPA) in Kerala is BPCL’s largest facility, integrated with a petrochemical
complex for high-value product manufacturing. The Bina Refinery (7.8 MTPA) in Madhya Pradesh, managed
by Bharat Oman Refineries Limited (BORL), plays a key role in meeting central India’s fuel needs. BPCL
also had a stake in the Numaligarh Refinery (3 MTPA) in Assam, which is being expanded to 9 MTPA to
enhance fuel supply in the northeast. Known for its advanced technology and commitment to sustainability,
BPCL produces BS-VI compliant fuels, ensuring cleaner and more efficient energy solutions for the country.
➢ HPCL (Hindustan Petroleum Corporation Limited) – Operates two major refineries in Mumbai and
Visakhapatnam, with a total capacity of 17.8 MTPA, specializing in high-quality fuel production.
➢ CPCL (Chennai Petroleum Corporation Limited) – A subsidiary of IOCL, managing two refineries in Tamil
Nadu with a refining capacity of 10.5 MTPA, primarily serving southern India.
➢ Pvt/JVs Refineries (Private and Joint Venture Refineries) – These refineries are privately owned or joint
ventures, catering to both domestic fuel needs and exports.
➢ RIL (Reliance Industries Limited) – Operates the world's largest refining complex in Jamnagar, Gujarat,
with a total capacity of 62 MTPA, producing high-quality fuels and petrochemical products.
➢ Indian Oil Corporation Limited (IOCL), India's top refiner, operated 11 refineries with a total capacity of
70.05 MTPA in 2022-23. Key refineries include the Panipat Refinery (Haryana, 15 MTPA, expanding to 25
MTPA), the Mathura Refinery (Uttar Pradesh, 8 MTPA, serving Delhi-NCR and neighbouring states with
green technologies), the Haldia Refinery (West Bengal, 8 MTPA, supplying eastern and northeastern India),
and the modern Paradip Refinery (Odisha, 15 MTPA). These refineries underpin IOCL's leading role in
India's fuel supply.
Key Refineries with Refining Capacity in TPA:
Refining Capacity of Key Indian Refineries (FY2020-21 to FY2022-23)
CPSEs Pvt/JVs
IOCL BPCL HPCL CPCL RIL
Refineries Refineries
2020-2021 1,50,366 69,700 35,300 15,800 11,500 99,500 68,200
2021-2022 1,49,716 70,050 35,300 15,800 10,500 99,500 68,200
2022-2023 1,51,716 70,050 35,300 17,800 10,500 99,500 68,200
2020-2021 2021-2022 2022-2023
Source: D&B Research
The refining capacity data from 2020-21 to 2022-23 indicates a relatively stable refining infrastructure in India,
with minor fluctuations in CPSEs Refineries and no changes in Private/Joint Venture (Pvt/JVs) Refineries. The
total CPSEs refining capacity remained around 150-151 MTPA, with IOCL (70.05 MTPA) and BPCL (35.3
MTPA) maintaining steady output. However, HPCL expanded its capacity from 15.8 MTPA to 17.8 MTPA in
2022-23, likely due to the Visakhapatnam Refinery upgrade. Meanwhile, CPCL’s capacity decreased from 11.5
MTPA in 2020-21 to 10.5 MTPA in 2021-22, possibly due to restructuring or partial shutdowns.
In contrast, Pvt/JVs Refineries maintained a constant 99.5 MTPA, with Reliance Industries Limited (RIL) holding
the largest share at 68.2 MTPA. The absence of expansion in private refineries suggests a focus on efficiency,
exports, and product diversification rather than capacity growth. Overall, the data reflects a steady refining sector,
212with public refineries driving future expansions while private players maintain stability, prioritizing technological
advancements and operational efficiency.
Capacity Expansion Plans in Refinery Sector
India’s refinery sector is witnessing significant expansion to meet rising domestic fuel demand and enhance export
capacity. With the government's target of achieving 450 million metric tonnes per annum (MTPA) refining
capacity by 2040, major public sector (CPSEs) and private refiners have announced expansion plans, focusing
on capacity enhancement, petrochemical integration, and green energy solutions.
Detailed information about an expansion in refining capacity for each refinery is given below:
1. Indian Oil Corporation Limited (IOCL):
o Panipat Refinery (Haryana): IOCL plans to expand the Panipat refinery's capacity from 15 million metric
tonnes per annum (MMTPA) to 25 MMTPA by June 2026.
o Barauni Refinery (Bihar): The expansion aims to increase capacity from 6 MMTPA to 9 MMTPA, with
completion targeted by December 2025.
o Gujarat Refinery: Plans are underway to expand capacity from 13.7 MMTPA to 18 MMTPA,
integrating lube and petrochemical production units, expected to be completed by December 2025.
2. Bharat Petroleum Corporation Limited (BPCL):
o Bina Refinery (Madhya Pradesh): BPCL is expanding the Bina refinery's capacity from 7.8 MMTPA to
11 MMTPA, primarily to cater to the feed requirements of new petrochemical plants.
o New Refinery and Petrochemical Complex (Andhra Pradesh): BPCL plans to invest USD 11 billion in a
new refinery and petrochemical complex in Andhra Pradesh, featuring a 9 MMTPA refinery integrated
with an ethylene cracker unit, aiming for 35% petrochemical intensity.
3. Hindustan Petroleum Corporation Limited (HPCL):
o Visakhapatnam Refinery (Andhra Pradesh): HPCL is enhancing its refining margins by utilizing more
Russian oil and upgrading production facilities at the Vizag refinery.
4. Numaligarh Refinery Limited (NRL):
o Numaligarh Refinery (Assam): NRL plans to expand its refining capacity from 3 MMTPA to 9 MMTPA
by March 2027. This includes laying a crude oil pipeline connecting the refinery to Paradip Port in
Odisha, expected to be completed by December 2025.
5. Mangalore Refinery and Petrochemicals Limited (MRPL):
o Mangalore Refinery (Karnataka): MRPL is planning a phased expansion to increase its capacity from 15
MMTPA to 18 MMTPA, with investments in petrochemical production and advanced refining
technologies.
6. Chennai Petroleum Corporation Limited (CPCL):
o Nagapattinam Refinery (Tamil Nadu): CPCL is expanding the Nagapattinam refinery's capacity from 1.0
MMTPA to 9.0 MMTPA, aiming to make it a major refining hub in southern India.
7. Private Sector Initiatives:
o Reliance Industries Limited (RIL): While not expanding crude refining capacity, RIL is focusing on
advanced petrochemicals, biofuels, and hydrogen production, investing in renewable energy-driven
refining processes.
o Nayara Energy (Vadinar Refinery): Nayara Energy is investing in a Petrochemical Expansion Project to
diversify its product mix beyond fuels and plans for a Green Hydrogen Initiative to support sustainability
goals.
India's refining sector is on a strong growth trajectory, with significant capacity expansions planned by 2027.
Public sector refineries, led by IOCL, BPCL, HPCL, and MRPL, are at the forefront of this expansion, increasing
their refining capacities to meet the rising domestic demand for petroleum products. Meanwhile, private refiners
like Reliance Industries and Nayara Energy are shifting their focus towards high-value petrochemicals, biofuels,
and green hydrogen production, rather than expanding crude refining capacity.
213The industry is also undergoing a transformation with greater emphasis on green energy, integrating low-carbon
technologies, renewable energy solutions, and sustainable refining processes. These developments align with
India's broader goal of achieving fuel self-sufficiency, reducing dependence on crude oil imports, and
strengthening energy security, positioning the country as a global refining and petrochemical hub in the coming
years.
5.3.3 Petrochemical Production Scenario in India
India, as the sixth-largest chemicals producer globally and the third-largest in Asia, plays a significant role in the
international chemical trade, exporting to over 175 countries. The sector contributes approximately 15% of India's
total exports, showcasing its strong global presence. Union Minister Shri Hardeep Singh Puri highlighted that
chemicals and petrochemicals will be key drivers of global oil demand growth, with India’s petrochemical
industry closely linked to its expanding refining capacity.
To support this growth, the Indian government, along with public sector undertakings (PSUs) like ONGC and
BPCL and private sector leaders such as Haldia Petrochemicals, is making substantial investments in the
petrochemical sector. Currently, USD 45 billion worth of petrochemical projects are in progress, with an
additional USD 100 billion expected to be invested in the coming years to cater to the rising domestic and
international demand. These investments align with India's long-term strategy to transition towards a lower-carbon
economy, ensuring sustainable and energy-efficient petrochemical production.
The Minister also emphasized that India’s petrochemical capacity is set to rise significantly, increasing from
approximately 29.62 million tonnes to 46 million tonnes by 2030. This expansion will enhance domestic
production capabilities, reduce dependency on imports, and solidify India's position as a leading global
petrochemical hub. India's petrochemical industry has exhibited notable production volumes over the past three
fiscal years. Below is a table summarizing the production of key petrochemical products.
Production of key petrochemical products
Synthetic Performance
Polymers Synthetic Fibers Elastomers
Detergents Plastics
2020-2021 (MMT) 11.5 4.1 0.3 2.6 1.5
2021-2022 (MMT) 12 4.3 0.32 2.7 1.6
2022-2023 (MMT) 12.3 4.5 0.35 2.8 1.7
Note: As per the latest annual report MoPNG
Polymers: Leading Petrochemical Segment. Polymers remain the most produced petrochemical product, with
output rising from 11.5 MMT in 2020-21 to 12.3 MMT in 2022-23, marking a 6.96% growth. This increase is
primarily fuelled by expanding packaging, automotive, and consumer goods industries, where materials like
polyethylene (PE), polypropylene (PP), and polyvinyl chloride (PVC) play a crucial role. The surge in
urbanization and the growing consumption of plastic-based products has further supported this consistent rise in
production.
Synthetic Fibers: Sustained Growth in the Textile Industry. Synthetic fibre production increased by 9.75% over
three years, growing from 4.1 MMT to 4.5 MMT. The textile sector, particularly polyester, nylon, and acrylic
fibre segments, has been a major driver of this demand. India’s booming apparel and home furnishing markets,
along with rising demand for athleisure and performance wear, are contributing significantly to this upward trend.
214Elastomers: Fastest Growing Segment (+16.67%). Elastomers, including synthetic rubber, exhibited the highest
percentage growth, rising from 0.3 MMT to 0.35 MMT (+16.67%) over three years. The automobile and tire
industries, which rely heavily on synthetic rubber, have been key consumers. Additionally, government policies
promoting electric vehicle (EV) manufacturing and automotive sector expansion are expected to further drive
demand for elastomers in the coming years.
Synthetic Detergents: Steady Growth in FMCG Industry. The production of synthetic detergents increased by
7.69%, from 2.6 MMT to 2.8 MMT. This growth is driven by rising consumer spending on household cleaning
products, increased hygiene awareness post-pandemic, and expansion in rural markets. The continued expansion
of the Fast-Moving Consumer Goods (FMCG) sector is expected to sustain demand for detergent-based
formulations.
Performance Plastics: 13.33% Growth Due to High-Performance Applications. Performance plastics grew from
1.5 MMT to 1.7 MMT (+13.33%), fuelled by technological advancements and increased adoption of lightweight
materials. These plastics are extensively used in medical devices, aerospace, high-end electronics, and automotive
components, thanks to their superior durability and strength. With growing interest in sustainable and high-
performance materials, this segment is expected to see continued expansion.
India's petrochemical industry is experiencing consistent growth, with production across major categories
increasing between 7% and 16% over the past three years.
Polymers continue to dominate the sector, driven by their widespread use in packaging and industrial applications.
Elastomers and performance plastics are witnessing strong demand, fuelled by technological advancements and
innovation. Meanwhile, synthetic fibres and detergents are maintaining a steady growth trajectory, supported by
urbanization and increasing consumer spending.
Backed by government initiatives, industrial expansion, and a focus on sustainability, India's petrochemical
industry is poised to play a key role in the nation’s economic development and its vision of becoming a global
leader in petrochemical manufacturing.
5.3.4 Petrol/ Diesel Retail Network in India
The petrol and diesel retail network in India is primarily dominated by state-owned companies like Indian Oil
Corporation (IOC), Bharat Petroleum Corporation Limited (BPCL), and Hindustan Petroleum Corporation
Limited (HPCL), operating a vast network of fuel stations across the country, with IOC holding the largest market
share, followed by BPCL and HPCL; private players like Nayara Energy also have a significant presence in the
market, contributing to the overall retail network of around 93,000 petrol pumps nationwide.
Petrol, Diesel and Gas Infrastructure: as of 01/01/2025
Particulars Dec 2022 Dec 2023 Dec 2024
Retail Outlets (Ros) (total) 85,529 88,793 93,839
out of which Rural ROs 24,076 25,143 26,849
LPG Distributors (total)
25,341 25,449 25,542
(Nos.) (PSUs only)
LPG Bottling plants (Nos.)
206 210 212
(PSUs only)
CNG_LNG 4247 5315 6,471
Auto LPG 669 582 539
Compressed Bio-Gas outlets 77 116 219
Petrol, Diesel and Gas Infrastructure (Major Companies): as of 01/01/2025
MRPL
RIL/RBML/
Particulars IOCL BPCL HPCL NEL Shell & Total
RSIL
Others
Retail Outlets (Ros)
39,008 22,921 22,953 1,865 6,614 360 118 93,839
(total)
out of which Rural ROs 12,806 5,945 5,755 130 2,091 86 36 26,849
LPG Distributors (total)
12,908 6,264 6,370 - - - - 25,542
(Nos.) (PSUs only)
215MRPL
RIL/RBML/
Particulars IOCL BPCL HPCL NEL Shell & Total
RSIL
Others
LPG Bottling plants
99 54 56 - - - 3 212
(Nos.) (PSUs only)
CNG_LNG 2,328 2,215 1,851 39 34 0 4 6,471
Auto LPG 310 43 92 44 50 0 0 539
Compressed Bio-Gas
114 41 57 33 - - - 219
outlets
Source: Ministry of Petroleum
Public Sector Undertakings (PSUs) in Fuel Retailing
1. Indian Oil Corporation Limited (IOCL): As India’s largest fuel retailer, IOCL operates an expansive network
of fuel stations across the country. The company plays a pivotal role in ensuring the availability of petrol, diesel,
compressed natural gas (CNG), and other fuel products to consumers, businesses, and industries. IOCL's
widespread presence extends from metropolitan cities to remote rural areas, making it one of the most accessible
fuel providers in India.
2. Hindustan Petroleum Corporation Limited (HPCL): HPCL manages over 22,000 retail outlets across India,
with a well-balanced distribution approximately 40% located in urban centres, while the rest serve highways and
rural regions. These outlets operate under multiple business models, including:
To enhance customer service, HPCL has introduced its premium 'Club HP' branded outlets, offering superior
vehicle care and personalized fuel services. Additionally, all operational HPCL retail outlets have been automated,
significantly improving operational efficiency, fuel dispensing accuracy, and customer experience.
3. Bharat Petroleum Corporation Limited (BPCL): BPCL operates a vast network of fuel stations across the
country, ensuring reliable fuel distribution for private, commercial, and industrial consumers. Customers can
easily locate BPCL retail outlets by selecting their state and district on the company’s official website, making it
more convenient to find nearby fuel stations.
Private Sector Players in Fuel Retailing: Alongside PSUs, private companies have made substantial strides in
India's fuel retail market, increasing competition and offering consumers greater choice. Prominent private-sector
fuel retailers include:
1.Reliance Industries Limited (RIL) – Operates one of the most advanced fuel retail networks, with a strong
presence along highways and major transport routes.
2.Nayara Energy (formerly Essar Oil) – A key player in India's private fuel sector, Nayara Energy has been
expanding its fuel station network to reach more consumers.
3.Shell India – A global leader in energy solutions, Shell has established premium fuel stations in urban areas,
offering high-quality fuels and superior service experiences.
A notable example of this innovation is: The first store was launched in Mumbai in September 2021, with
additional locations rolled out in other major cities, catering to the growing demand for on-the-go shopping
options. Additionally, fuel retailers are adopting advanced automation technologies, digital payment systems, and
AI-driven analytics to streamline operations and improve customer interactions at fuel stations.
India’s petrol and diesel retail sector is rapidly evolving, driven by the increasing demand for fuel, growing vehicle
ownership, and the need for a seamless fuelling experience. Both public and private sector players are making
significant investments in infrastructure, digital solutions, and service diversification, ensuring better accessibility
and enhanced convenience for consumers. As the industry continues to innovate and expand, India is well-
positioned to build a more efficient, technology-driven, and consumer-friendly fuel retail network in the coming
years.
5.3.5 City Gas Distribution (CGD) Network in India
India's City Gas Distribution (CGD) network has undergone significant expansion over the past decade, greatly
improving natural gas accessibility across the country. In 2014, the CGD network covered only 66 districts, but
by 2023, this coverage had expanded to 630 districts, reflecting a substantial increase in reach. To further support
216this growth, the Petroleum and Natural Gas Regulatory Board (PNGRB) has authorized 307 Geographical Areas
for CGD development, with the goal of covering nearly 100% of India's area and population. In terms of
infrastructure, as of September 30, 2024, the CGD network includes approximately 13.6 million domestic Piped
Natural Gas (PNG) connections and 7,259 Compressed Natural Gas (CNG) stations, demonstrating the
accelerated adoption of cleaner fuel alternatives. Additionally, the number of domestic PNG connections surged
from 2.54 million in 2014 to 10.39 million in 2023, highlighting the growing shift towards sustainable energy
solutions across Indian households.
Status of PNG connections and CNG stations across India (Nos.) as on November 2024(P):
State/UT PNG connections
(State/UTs are clubbed based on the CNG Stations
Domestic Commercial Industrial
GAs authorized by PNGRB)
Andhra Pradesh 196 2,78,076 529 53
Andhra Pradesh, Karnataka & Tamil
47 12,816 14 11
Nadu
Assam 26 64,972 1,427 470
Bihar 159 1,89,021 164 25
Bihar & Jharkhand 18 9,573 11 0
Bihar & Uttar Pradesh 26 13,039 0 0
Chandigarh (UT), Haryana, Punjab &
34 28,731 189 53
Himachal Pradesh
Chhattisgarh 25 6,663 0 0
Dadra & Nagar Haveli (UT) 6 12,868 60 66
Daman & Diu (UT) 5 5,326 97 59
Daman and Diu & Gujarat 15 8,685 36 0
Goa 14 16,547 42 49
Gujarat 1,025 34,63,287 24,036 5,834
Haryana 438 4,13,366 1,218 2,652
Haryana 25 27,881 144 72
Haryana & Himachal Pradesh 14 56 1 0
Haryana & Punjab 27 2,163 0 0
Himachal Pradesh 16 8,487 36 6
Jharkhand 104 1,41,105 61 10
Karnataka 411 4,77,844 640 388
Kerala 175 1,12,972 106 30
Kerala & Puducherry 25 7,745 0 0
Madhya Pradesh 319 2,55,092 555 565
Madhya Pradesh and Chhattisgarh 9 0 0 0
Madhya Pradesh and Rajasthan 37 1,145 2 0
Madhya Pradesh and Uttar Pradesh 20 0 0 3
Maharashtra 950 37,06,961 5,067 1,082
Maharashtra & Gujarat 75 2,10,135 11 43
Maharashtra and Madhya Pradesh 16 0 0 0
National Capital Territory of Delhi (UT) 494 16,50,646 4,402 1,918
Odisha 125 1,33,887 26 3
Puducherry 10 0 0 0
Puducherry & Tamil Nadu 8 456 4 1
Punjab 227 98,457 775 337
217State/UT PNG connections
(State/UTs are clubbed based on the CNG Stations
Domestic Commercial Industrial
GAs authorized by PNGRB)
Punjab & Rajasthan 22 5,929 0 0
Rajasthan 347 3,61,553 366 1,773
Tamil Nadu 343 49,857 26 38
Telangana 200 2,19,173 144 141
Telangana and Karnataka 12 126 0 2
Tripura 22 64,104 508 62
UT of Jammu and Kashmir 2 0 0 0
Uttar Pradesh 1,031 17,34,487 3,081 3,689
Uttar Pradesh 29 9,167 36 8
Uttar Pradesh & Rajasthan 47 24,234 65 352
Uttar Pradesh and Uttarakhand 32 16,350 0 0
Uttarakhand 37 75,355 111 124
West Bengal 150 52,399 7 1
Grand Total 7,395 1,39,70,736 43,997 19,920
Source: Petroleum Planning & Analysis Cell
The City Gas Distribution (CGD) value chain in India encompasses several key stages, each integral to
delivering natural gas to end-users across domestic, commercial, industrial, and automotive sectors. The process
is regulated by the Petroleum and Natural Gas Regulatory Board (PNGRB), which authorizes entities to
develop and operate CGD networks.
Procurement Storage & Transport Sales & Distribution
• Industry
• LNG Tank
• LNG • Household
• LNG Lorries
• Domestic Gas • CNG Vehicles
• Gas Pipelines
• Commercial
➢ Natural Gas Procurement: City Gas Distribution (CGD) entities source natural gas from domestic
production fields and imported Liquefied Natural Gas (LNG). The government regulates domestic gas prices
for priority sectors such as Piped Natural Gas (PNG) for households and Compressed Natural Gas (CNG) for
transportation. Meanwhile, industries and commercial establishments often depend on imported LNG to meet
their energy requirements.
➢ Transportation via Transmission Pipelines: After procurement, natural gas is transported through high-
pressure transmission pipelines to various Geographical Areas (GAs). These pipelines serve as the foundation
of the CGD infrastructure, enabling the safe and efficient movement of gas across long distances.
➢ City Gate Stations (CGS): Upon reaching a Geographical Area (GA), the gas first enters a City Gate Station
(CGS), where its pressure is reduced to levels appropriate for local distribution. Additionally, the gas
undergoes filtration and odorization to enhance safety and detectability before being supplied to consumers.
➢ Distribution Network: From the City Gate Station, the gas is routed through a network of medium and low-
pressure pipelines, ensuring its delivery to households, businesses, and industries. This extensive distribution
infrastructure enables seamless gas supply across urban and semi-urban areas.
218➢ End-User Delivery: Households: PNG is supplied for cooking and heating applications. Commercial &
Industrial Users: Businesses utilize PNG for various industrial processes, benefiting from its efficiency and
lower carbon emissions. Automotive Sector: CNG is distributed to fuelling stations, where it is compressed
and supplied to vehicles as an eco-friendly alternative to petrol and diesel.
The Indian government introduced the Sustainable Alternative Towards Affordable Transportation (SATAT)
initiative on October 1, 2018, with the objective of promoting the production and utilization of Compressed Biogas
(CBG) as a cleaner fuel alternative. As of November 30, 2024, a total of 80 CBG plants have been commissioned,
while an additional 72 plants are currently under construction, further strengthening India's bio-energy
infrastructure.
The City Gas Distribution (CGD) sector is set for continued expansion, driven by proactive government policies
and substantial investments aimed at increasing the share of natural gas in India's energy mix from 5.78% to 15%
by 2030, aligning with the nation's commitment to sustainable and cleaner energy solutions. Entities like Indian
Oil Corporation Limited (IOCL) play a crucial role in expanding CGD infrastructure across multiple states and
districts, enhancing natural gas availability for a broader population. This well-structured value chain ensures safe,
efficient, and widespread gas distribution, supporting India's commitment to increasing natural gas adoption in its
energy mix and promoting a cleaner, greener future.
5.3.6 Regulatory Factors Governing India’s Oil & Gas Infrastructure
India's oil and gas sector is managed through a detailed regulatory system that oversees all activities from
exploration to marketing, ensuring effective use of resources, protection of the environment, and a secure energy
supply. This framework involves several key regulatory bodies and policies.
The Ministry of Petroleum and Natural Gas (MoPNG): It is the Indian government's main body for overseeing
the oil and gas industry. It handles everything from finding and producing oil and gas to refining, distributing, and
selling related products, as well as managing imports, exports, and conservation efforts. The MoPNG sets policies
and guidelines to help the sector grow in a structured way.
The Petroleum and Natural Gas Regulatory Board (PNGRB): It is established in 2006, is a statutory body
that regulates downstream activities in the oil and gas sector, including refining, transportation, distribution,
storage, marketing, supply, and sale of petroleum products and natural gas. The PNGRB's functions include
developing technical and safety standards, issuing licenses, and ensuring compliance with regulations to protect
consumers' interests, promote competitive markets, and maintain infrastructure integrity and operational
safety. The PNGRB is also responsible for regulating the laying and expanding of natural gas and petroleum
pipelines, as well as city or local gas distribution networks.
Key Policies and Guidelines
The Hydrocarbon Exploration and Licensing Policy (HELP), launched in 2016, replaced the New Exploration
Licensing Policy (NELP) of 1997 to streamline the exploration and production of all types of hydrocarbons,
including oil, gas, coal bed methane, and shale. HELP introduced a uniform licensing system, allowing companies
to explore any available area, share revenue with the government, and freely market and price the hydrocarbons
they produce.
The policy is composed of four components:
219HELP Uniform licence for exploration and production of all forms of
hydrocarbon. This streamlines licencing, as the government requires only a
single uniform licence for all forms of hydrocarbons, which includes gas from
coal mining. There were previously different policy frameworks for different
hydrocarbonexplorationoperations.
Openacreagepolicy.Throughthis,anexplorercanstudyandbidforanyblock
inaccordancewithitscompetitiveadvantage.
Revenue sharing model. This encourages cost efficiency in mining operations
by replacing the profit-sharing contract established by NELP. The contractor
pays the government a share of its revenue (net of royalty) as per the
contract.
Marketing and pricing freedom. The contractor is free to sell crude oil in the
domesticmarketthroughatransparentbiddingprocess.
The Guidelines for Laying Petroleum Product Pipelines aim to encourage investment in pipelines by adhering
to the common carrier principle. These guidelines detail the procedures for pipeline construction, ensuring a
transparent process and equal access to pipeline infrastructure for all stakeholders. These regulatory bodies and
policies are designed to cultivate a strong, secure, and effective oil and gas infrastructure in India, carefully
balancing the use of resources with environmental and economic concerns.
6. Prevalent Business Model in Construction Projects in Energy Sector
6.1 Engineering, Procurement & Construction (EPC) Model
In India's oil and gas sector, the Engineering, Procurement & Construction (EPC) model is a project execution approach
in which a single contractor oversees the entire process, including design, procurement of materials, and construction of
the facility. This method delivers a fully operational project as a "turnkey" solution, ensuring streamlined execution and
clear accountability, making it a preferred choice for large-scale developments. It is a contractual project delivery model
utilized by oil and gas companies for executing large-scale projects.
The Engineering, Procurement, and Construction (EPC) model is widely adopted across a broad range of industries due
to its ability to provide single-point accountability, streamlined coordination, and efficient project execution. While it is
well established in sectors such as oil & gas, power generation, petrochemicals, and renewable energy, the model is also
increasingly applied in areas like water and wastewater treatment, mining and mineral processing, pharmaceuticals, food
and beverage manufacturing, data centres, logistics and warehousing, transportation infrastructure, and road construction.
Its effectiveness in managing complex, capital-intensive projects make it a preferred approach for delivering large-scale
industrial facilities and infrastructure assets with high technical and quality requirements.
Project
Planning & Procurement Testing &
Feasibility of Materials Commissioni
Study & Equipment ng
Engineerin Construction Project
g & Design & Installation Handover
Phase (Turnkey
Delivery)
220The project involves assessing technical, financial, and environmental feasibility, conducting market analysis, and
securing regulatory approvals (MoPNG, DGCA, EIA, PNGRB). The engineering phase includes FEED, detailed design,
and compliance with industry standards (OISD, API, ASME), integrating automation systems. Materials and equipment
are sourced from trusted vendors, ensuring quality control and cost-effective contracts. During construction, infrastructure
is installed, automation technologies are integrated, and HSE protocols are followed. Extensive testing and
commissioning are performed for safety and operational efficiency, training teams and conducting final inspections.
Finally, the project is handed over with operational manuals, support for initial operations, and regulatory clearances,
completing financial settlements and marking successful project completion.
The EPC model in India's oil and gas sector offers key advantages, ensuring clear accountability by assigning a single
contractor, reducing disputes and miscommunication. Its integrated approach streamlines project execution, minimizing
delays and enhancing economic impact. Cost certainty through fixed-price contracts aids budget management, especially
in government-funded projects. By shifting risk management to contractors, project owners can focus on core operations.
Drivers in the Indian Oil and Gas EPC Sector
• Energy Demand Growth: India's energy demand is expected to rise substantially, driven by rapid
industrialization and urbanization. This increasing demand necessitates the expansion of oil and gas
infrastructure, including refineries, pipelines, and exploration activities.
• Petroleum Products: The growing demand for petroleum products such as motor gasoline, diesel, and LPG is
driving the need for expanded refining capacity and infrastructure development.
• Private and Foreign Participation: Foreign companies are increasingly participating in bidding rounds under
the Discovered Small Field Policy (DSF) and Open Acreage Licensing Programme (OALP), reflecting rising
global interest in India's oil and gas sector.
Preferred business models in Oil & Gas Sector:
A multi-disciplinary approach is essential, with firms like Fichtner India providing integrated engineering services
across process, mechanical, piping, electrical, and civil domains. Front-End Engineering Design (FEED) is key
for feasibility studies, risk assessment, and preliminary designs. Companies like Vee Technologies and PROCESS
specialize in process and refinery unit design, equipment specifications, and safety evaluations. Advanced tools
like CAD and SolidWorks enhance precision in piping and mechanical designs.
The government’s Purchase Preference Policy (PP-LC) promotes local procurement in Oil & Gas projects. It
mandates purchase preference for suppliers meeting local content targets, monitored by the Ministry of Petroleum
and Natural Gas through annual reviews and standard procedures. Technologies like automated welding and
ultrasonic testing boost efficiency and cost-effectiveness. Notable innovations include HDD across the
Brahmaputra River. There is a growing focus on sustainability, environmental compliance, and safe project
execution supported by detailed engineering documentation. Following are some EPC projects:
Tata Projects:
• ONGC Bokaro: CBM Wells, Pipelines, Gas Processing & Compression.
• U-Field (ONGC Kakinada): Deep-water gas, subsea and onshore facilities.
Engineers India Ltd (EIL):
• Deen Dayal: HP-HT reservoirs, subsea pipelines, processing platforms.
• Western Onshore: Pre-engineering, surveys, residual design, dismantling.
• SHG Platform (ONGC): Consultancy & project management.
• Visakh Refinery: Engineering, construction, and PMC services.
India’s Oil & Gas EPC Industry Market: Historical Trend and Forecasted Market Growth (CY 2021-CY
2031):
India Oil & Gas EPC Market (USD Billion) Revenues Percentage Contribution (Oil and Gas EPC)
2021 21.3 15.20%
221India Oil & Gas EPC Market (USD Billion) Revenues Percentage Contribution (Oil and Gas EPC)
2022 23.5 15.30%
2023 24.8 15.50%
2024 25.6 15.60%
CAGR (2021-2024) 6.40%
2025E 26.5 15.80%
2026F 27.5 15.90%
2027F 28.6 16.10%
2028F 29.9 16.20%
2029F 31.3 16.40%
2030F 32.9 16.50%
2031F 34.7 16.70%
CAGR (2025E-2031F) 4.60%
India Oil & Gas EPC Market
Revenues Percentage Contribution (Oil and Gas EPC)
(USD Billion)
2021 21.3 15.20%
2022 23.5 15.30%
2023 24.8 15.50%
2024 25.6 15.60%
CAGR (2021-2024) 6.40%
2025E 26.5 15.80%
2026F 27.5 15.90%
2027F 28.6 16.10%
2028F 29.9 16.20%
2029F 31.3 16.40%
2030F 32.9 16.50%
2031F 34.7 16.70%
CAGR (2025E-2031F) 4.60%
222India's Oil & Gas EPC Industry Market Size USD Bn
CAGR 2025-31
4.6%
34.7
CAGR 2021-24 32.9
6.4% 31.3
29.9
28.6
27.5
26.5
25.6
24.8
23.5
21.3
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
The India Oil & Gas EPC (Engineering, Procurement, and Construction) market has demonstrated consistent
growth from 2021 to 2024, with revenues increasing from USD 21.3 billion in 2021 to USD 25.6 billion in 2024,
reflecting a Compound Annual Growth Rate (CAGR) of 6.4%. This period of growth is likely driven by factors
such as rising energy demands, infrastructure development, and investments in the oil and gas sector in India.
Looking ahead, the market is expected to continue expanding, albeit at a slower pace, with projections of USD
26.5 billion in 2025 and reaching USD 34.7 billion by 2031. This represents a lower CAGR of 4.6% for the 2025-
2031 period, which suggests that growth will be more moderate as the market matures and faces potential
challenges like geopolitical instability, price fluctuations, and regulatory changes.
Furthermore, the percentage contribution of the Oil & Gas EPC segment within the broader market has shown a
steady increase. It was 15.2% in 2021 and is expected to rise gradually to 16.7% by 2031. This indicates a growing
importance of the Oil & Gas EPC sector relative to other industries in India, signaling the continued development
and prioritization of energy infrastructure projects. The gradual rise in percentage contribution is also reflective
of India's broader energy transition goals, which might require an expanded EPC capacity for both traditional and
emerging energy needs.
Governments are actively supporting the EPC industry by eliminating barriers that hinder ongoing projects and
encouraging new bids for upcoming initiatives. This includes policy reforms, streamlined approval processes, and
financial incentives to attract investments. Such measures are fostering a more favourable business environment,
accelerating project execution, and contributing to the overall expansion of the oil and gas EPC market.
6.2 Build Own Operate (BOO) Model
The Build Own Operate (BOO) model in India's Oil and Gas sector is a key strategy where private players or consortiums
are responsible for constructing, owning, and operating infrastructure and facilities, typically in partnership with
government entities or state-run corporations. In this model, companies invest in the development of critical infrastructure,
such as pipelines, refineries, storage terminals, and gas processing plants, and are granted long-term operational control.
The BOO model allows these companies to manage and maintain assets, ensuring their efficient operation while
recovering their investments through the revenue generated from their use. This model has gained prominence in India
due to its ability to attract private sector capital, improve operational efficiency, and reduce the financial burden on public
funds, while also contributing to the country’s energy security.
223Source: D&B Research
Indian Oil & Gas Build-Own-Operate (BOO) Model Market has shown a steady growth trajectory, with revenues
increasing from USD 6.5 billion (CY 2021) to USD 12.3 billion (CY 2031). The market experienced a compound annual
growth rate (CAGR) of 5.3% between the initial years (CY 2021), with a notable acceleration in recent years, reaching a
CAGR of 7.0% (CY 2031). This indicates strong expansion, driven by increasing demand and investments in the oil and
gas infrastructure, suggesting a robust future outlook for the sector. The consistent growth reflects the sector's growing
importance in India's energy landscape, with a greater emphasis on self-reliance in energy production and infrastructure
development.
Additionally, it provides flexibility for private players to bring in technological innovations, optimize operations, and
address infrastructure gaps in the rapidly growing oil and gas market. Although direct government funding is not
provided, financial benefits such as tax exemptions may be offered. In this model, the developer retains full ownership
and operational control of the facility.
224
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Design
The contractor develops a customized
design based on the project scope and the
client's requirements.
Build
At this stage, the contractor selects and
oversees subcontractors and vendors,
managing them throughout the
construction process
Own
Upon completing construction, the
contractor assumes responsibility for the
facility's operation and maintenance
Operation and Maintainance
This stage involves the maintenance and
monitoring of the facility for the duration
specified in the contract.Key Aspects of the BOO Model
• Private Sector Financing – The project is fully funded by the private entity, eliminating the need for upfront public
investment and reducing the financial burden on the government.
• Ownership Retention – Unlike the Build-Own-Operate-Transfer (BOOT) model, where ownership eventually
reverts to the public sector, the BOO model ensures permanent private ownership, offering long-term stability and
operational control.
• Operation & Revenue Generation – The private company oversees daily operations, maintenance, and service
delivery, recovering costs through user fees, tariffs, or long-term contracts.
• Long-Term Agreements – BOO contracts typically span 25 years or more, with options for renegotiation, contract
extension, or continued private ownership upon expiration.
• Risk Allocation – The private sector bears most of the financial, operational, and regulatory risks, ensuring
efficiency and accountability in project execution.
• Specialized Expertise – The model is particularly suited for complex, technology-driven sectors such as wastewater
treatment, desalination, and oil & gas infrastructure, where private players bring advanced technical knowledge and
innovation.
Applications of the BOO Model in India’s Oil & Gas Sector
• LNG Terminals: Petronet LNG Ltd. uses the BOO model to operate India’s largest LNG terminals in Dahej and
Kochi for LNG import and regasification.
• Private Refineries: Reliance Industries and Nayara Energy utilize the BOO model to run large-scale refineries
supplying domestic and international markets.
• City Gas Distribution (CGD): Companies like Adani Gas, IGL, and Gujarat Gas develop and operate CGD networks
under BOO to deliver PNG to households and CNG to vehicles.
• Natural Gas Pipelines: GAIL and GSPL build and operate gas pipelines under BOO or hybrid models for regional
gas transportation.
• The BOO model drives private investment, innovation, and infrastructure growth in India’s oil and gas sector.
• With growing focus on energy diversification, the BOO model remains a key strategy despite regulatory and
financial challenges.
6.3 Build Own Operate Transfer (BOOT) Model
It is a type of Public-Private Partnership (PPP) model, the developer is responsible for designing and constructing a facility
with minimal or no financial burden on the government. The developer retains ownership and operates the facility as a
business for a predetermined period, typically ranging from 10 to 30 years. After this period, the facility is transferred to
the government either at a pre-agreed price or at market value.
Here is the Historical Growth and Estimated Market Size of Build Own Operate Transfer (BOOT) model in India
from 2021-2031:
BOOT Market Size USD Bn
CAGR 2025-31F
8.0%
10.5
CAGR 2021-24
6.4% 9.7
9
8.3
7.8
7.2
6.9 6.7
6.3
5.5
5.2
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
225Indian Oil & Gas Build-Own-Operate-Transfer (BOOT) Model Market has experienced consistent growth, with revenues
increasing from USD 5.2 billion in 2021 to USD 6.3 billion in 2024, reflecting a CAGR of 6.4%. The market is expected
to continue expanding at a solid pace, with projected revenues reaching USD 10.5 billion by 2031, driven by a CAGR of
8.0% from 2025 to 2031. This growth reflects increasing investments in oil and gas infrastructure, as well as the growing
need for self-sustaining energy projects in India, underlining a positive outlook for the sector in the coming decade.
The shift towards Build-Own-Operate-Transfer models in the oil and gas sector is part of India's broader strategy to
enhance its energy infrastructure without overburdening the government with the full financial and operational
responsibility. By involving private players in the ownership and operation of energy assets with eventual transfer to the
government, India aims to improve efficiency, bring in advanced technology, and ensure long-term sustainability.
Overall, the market outlook for the India Oil & Gas BOOT Model remains positive, with steady growth expected through
2031, driven by the ongoing evolution of India’s energy infrastructure needs, regulatory support, and the growing trend
towards privatization and private-public partnerships in large-scale infrastructure projects.
Overview of BOOT Model:
Build
Build Own Operate
Transfer Own
Transfer (BOOT)
Operate
The BOOT (Build-Own-Operate-Transfer) model in India’s oil and gas sector begins with a detailed assessment of site-
specific heating requirements, followed by a tailored system design that considers fuel availability, space, and integration
needs. Once finalized, the private developer takes full responsibility for installation, commissioning, and quality
assurance, ensuring seamless project execution. Throughout the contract period, the private entity retains ownership and
operational control, managing all aspects of operations and maintenance using advanced technologies like IoT and data
analytics to enhance performance and reliability. The payment structure is designed to be flexible, with clients paying
based on the actual energy output, which minimizes capital burden and ensures cost efficiency. At the end of the contract,
system ownership is transferred to the client with full documentation, training, and continued technical support to ensure
smooth operation post-handover.
Benefits of the BOOT Model in the Oil & Gas Sector
• Capital Optimization: Reduces upfront investment; clients pay over time, preserving capital for other
priorities.
• Risk Sharing: Private entities bear key project risks, reducing the financial and operational burden on public
partners.
• Innovation & Efficiency: Long-term responsibility incentivizes private firms to adopt advanced, cost-effective
technologies.
• Stronger Public-Private Partnerships (PPPs): BOOT fosters collaboration, enabling large infrastructure
projects without immediate public investment.
• Access to Expertise: Ensures operational excellence with expert-led design, execution, and asset management
6.4 Oil & Gas EPC Industry in India
226The Oil & Gas Engineering, Procurement, and Construction (EPC) industry in India plays a critical role in
supporting the country’s energy infrastructure and driving its energy security. The EPC sector is responsible for
designing, procuring, and constructing oil and gas facilities, including refineries, pipelines, offshore platforms,
and terminals.
The oil and gas EPC sector is experiencing significant growth, driven by advancements in technology, increased
investments, and a rising number of agreements between companies. These factors are enhancing project
efficiency, reducing costs, and enabling the development of new oil and gas infrastructure. Companies are also
focusing on improving break-even points and adopting innovative approaches to meet the increasing global energy
demands.
Benefit for the Company:
Oswal Energies Limited, which generates around 80% of its revenue from the Oil & Gas EPC (Engineering,
Procurement, and Construction) segment, is positioned to benefit from the growth trends observed in the India Oil
& Gas EPC market. The expected market expansion, particularly in the period from 2025 to 2031, with consistent
growth in demand for oil and gas infrastructure projects, will likely provide Oswal Energies with a larger share of
contracts, particularly in upstream, midstream, and downstream sectors. Furthermore, as the oil and gas EPC
market’s percentage contribution gradually rises (from 15.6% in 2024 to 16.7% by 2031), Oswal Energies could
see its market share grow proportionally.
With the market projected to grow at an overall pace of 4.6%, Oswal Energies can expect its Oil & Gas EPC
revenue to increase, benefitting from rising investments in oil and gas infrastructure. If Oswal Energies can
effectively capture a portion of this growth, it could see significant revenue increases, especially with the long-
term trend towards infrastructure development and the ongoing transition to more advanced technologies in the
EPC space. Thus, the market's overall growth directly benefits Oswal Energies’ EPC business, providing a strong
revenue stream and opportunities for business expansion over the next decade.
6.5 Overview of Oil & Gas EPC Industry, Key Activities / Operations
The sector is driven by the rising demand for energy and the government’s emphasis on boosting domestic
production, the EPC sector has attracted significant investments. Leading companies such as L&T, Punj Lloyd,
and Essar, along with international firms, are actively involved in delivering EPC services to the industry. The
sector benefits from technological innovations, robust government backing, and a skilled workforce.
In recent years, the Indian EPC market has shifted towards more intricate projects, including offshore oil fields,
deepwater exploration, and sophisticated refinery developments. The government’s focus on energy security,
environmental sustainability, and the adoption of green technologies is encouraging the integration of renewable
energy solutions, such as biofuels and carbon capture, alongside conventional oil and gas projects.
Key Activities/Operations in the Oil & Gas EPC Industry:
Engineering Design and Planning: This is the first and critical phase of the EPC lifecycle, where comprehensive
feasibility studies and detailed designs are developed. The engineering activities include process design, detailed
engineering, instrumentation, and electrical design, ensuring compliance with regulatory and safety standards.
Key Operations:
o Design of upstream facilities like drilling rigs, offshore platforms, and FPSOs (Floating Production Storage
and Offloading units).
o Design and engineering for midstream projects like pipelines, storage tanks, and LNG terminals.
o Design of downstream refinery systems, storage units, and distribution networks.
Procurement and Supply Chain Management: The procurement phase involves sourcing all the materials,
equipment, and services required for the construction of oil and gas facilities. This includes everything from raw
materials like steel and cement to specialized components such as turbines and compressors.
Key Operations:
o Sourcing materials and equipment for refining units, pipelines, and LNG terminals.
o Managing the supply of critical machinery for offshore exploration platforms.
o Vendor management and procurement for quality control and cost optimization.
227Construction and Installation: The construction phase is where the actual physical infrastructure is built. This
involves civil, mechanical, electrical, and instrumentation work. The EPC contractors manage the entire
construction process, ensuring the timely completion of projects within budget.
Key Operations:
o Building oil and gas exploration platforms, refinery units, and LNG terminals.
o Laying pipelines across various terrains, including urban, rural, and offshore environments.
o Installing critical infrastructure such as storage tanks, separators, and compressors.
Commissioning and Testing: Commissioning involves the final testing, integration, and verification of systems
and equipment before the facility becomes operational. This phase ensures that all systems are functioning
according to design specifications.
Key Operations:
o Testing of refinery systems, pipelines, and offshore installations to ensure safety and performance.
o Integration of systems such as automation, control systems, and safety protocols.
o Description: After the facility becomes operational, ongoing maintenance and operational support are
crucial to ensure continuous production and safety. The EPC contractors may provide support services,
including routine maintenance, emergency repairs, and upgrades.
Overview and Insights on Working Capital in Oil & Gas (EPC) Sector in India
The Oil & Gas EPC (Engineering, Procurement, and Construction) sector in India is characterized by capital-
intensive and long-gestation projects, making effective working capital management critical for operational
sustainability. Working capital in this industry involves managing high-value inventories, extended receivable
cycles, and milestone-based payments. Due to the nature of turnkey contracts and the heavy dependence on
upstream and midstream projects, EPC companies often face challenges in aligning project cash flows with
liabilities, especially during delays in project execution or clearance bottlenecks.
A key driver of working capital requirements is the large amount of capital locked in work-in-progress (WIP) and
receivables. Most Oil & Gas EPC contracts with public sector undertakings (PSUs) such as ONGC, GAIL, and
IOCL involve extended payment cycles, often ranging from 90 to 180 days. This strain is further exacerbated
when project billing is linked to physical completion milestones, causing delays in revenue recognition despite
incurring procurement and subcontractor expenses upfront. Additionally, slow clearance of invoices and contract
modifications frequently leads to disputed receivables, which are either long outstanding or written off entirely,
adversely affecting cash flow.
Moreover, inventory holding especially in offshore or refinery projects remains high due to the need to stock long-
lead equipment and critical components in advance. This increases the cash conversion cycle. Vendors and
subcontractors often demand shorter payment terms, forcing EPC firms to rely on external borrowing.
Consequently, the sector sees high dependence on working capital borrowings and bank guarantees, driving up
interest and finance costs. In recent years, the tightening of bank lending norms post-IL&FS and the pandemic-
related liquidity crunch further stressed working capital cycles.
To manage these pressures, leading Indian EPC players have focused on negotiating more favourable payment
terms, adopting just-in-time procurement strategies, and improving cash flow forecasting. Digital project
management tools are being leveraged to track milestone completion and billing efficiency. However, systemic
inefficiencies, bureaucratic delays in public contracts, and dependence on international suppliers continue to pose
structural challenges. Strengthening contract enforcement, improving payment discipline among PSUs, and
encouraging adoption of performance-linked early payment systems could help improve the working capital
profile of the Oil & Gas EPC sector in India.
Future Outlook for the Oil & Gas EPC Industry in India:
• Infrastructure Development: With the government’s focus on increasing refining capacity, expanding
pipeline networks, and promoting LNG terminals, the EPC industry is expected to see continued demand
for construction and engineering services.
228• Offshore Exploration: As India continues to explore its offshore oil and gas reserves, the EPC industry
will benefit from projects related to deepwater exploration and subsea installations.
• Sustainability Focus: With an increasing emphasis on cleaner energy, the sector is expected to see a
shift towards sustainable projects, including green refineries and the integration of renewable energy
with traditional oil and gas infrastructure.
The Oil & Gas EPC industry in India is integral to meeting the country’s growing energy demands, and its role in
the continued expansion of energy infrastructure remains critical to the nation’s long-term economic growth
Furthermore, growth in the sector is supported by strategic initiatives like the expansion of pipeline networks and
the development of new LNG terminals, which align with India’s goals to enhance its energy infrastructure and
reduce reliance on imported fuels.
Major Players:
Power
No. Key Player Head Office
1 L & T Mumbai
Bharat Heavy Electricals
2 New Delhi
(BHEL)
3 Ercom Engineers Pvt. Ltd Chennai
4 Holtec Consulting Pvt Ltd Gurgaon
Penta India Technical
5 Navi Mumbai
Consulting Pvt Ltd
6 Dimond Group Chennai
7 Elecon Gujrat
Promac Engineering Industries
8 Bangalore
Ltd
McNally Bharat Engineering
9 Kolkata
Co. Ltd
Oil & Gas
1 L&T Mumbai
Bharat Heavy Electricals
2 New Delhi
(BHEL)
3 BGR Energy System Chennai
4 BMGI India Mumbai
5 Dolphin Offshore Enterprises Mumbai
6 PWC Group Ahmedabad
7 ABB India Bangalore
2298 Procon India Delhi
9 Equinox Engineering India Pune
10 TOYO India Mumbai
11 Punj Lloyd Gurgaon
Market Segments:
o Upstream: Exploration and production (E&P) facilities, offshore platforms, and subsea installations.
o Midstream: Pipelines, LNG terminals, and transportation infrastructure.
o Downstream: Refining, storage tanks, and distribution networks.
230India Oil & Gas EPC Market, By Activity: Historical Trend and Forecasted Market Growth (CY 2021-CY
2031F):
EPC in Upstream Activity:
India's Oil & Gas EPC Industry, By Upstream Activity Market Size USD Bn
CAGR 2025-31 12.1
5.0% 11.4
10.8
CAGR 2021-24 10.3
6.7% 9.8
9.4
9.1
8.7
8.4
8.0
7.2
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
The India Oil & Gas EPC market, particularly in the upstream sector, is poised for significant growth driven by
exploration, drilling, and production activities. With the increasing demand for energy, India is focusing on
expanding its oil and gas production, particularly through new reserves and enhanced oil recovery (EOR)
techniques.
Key Driver: Rising Energy Demand & Production Expansion: India's increasing energy needs are driving the
expansion of oil and gas production, including exploration of new reserves and implementation of Enhanced Oil
Recovery (EOR) techniques. Focus on Key Exploration Basins: Investments in exploration activities, particularly
in significant onshore and offshore fields like the Krishna-Godavari Basin, are fueling demand for EPC services.
Technological Advancements: The adoption of advanced technologies such as digital oilfields and automated
drilling is enhancing efficiency and driving the need for EPC companies to provide sophisticated solutions.
Government Initiatives and Policies: Government initiatives focused on increasing domestic production and
reducing import dependency are driving the EPC market.
231EPC in Midstream Activity:
India's Oil & Gas EPC Industry, By Midstream Activity Market Size USD Bn
15.1
CAGR 2025-31 14.2
5.2% 13.5
12.8
CAGR 2021-24
12.2
7.0% 11.6
11.2
10.7
10.3
9.7
8.8
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
The India Oil & Gas EPC market in the midstream sector is focused on the transportation, storage, and distribution
of oil and gas. This includes the construction and maintenance of pipelines, terminals, storage facilities, and
liquefied natural gas (LNG) infrastructure. As India continues to expand its energy infrastructure to meet growing
domestic demand, the midstream sector is experiencing significant investment, particularly in pipeline projects
that connect oil and gas fields with refineries, distribution networks, and ports.
The government’s push for energy security and infrastructure development, including the expansion of the
National Gas Grid and cross-country pipeline projects, is driving demand for EPC services in this segment.
Technological advancements in pipeline construction, monitoring systems, and safety standards are also
enhancing the efficiency and safety of midstream operations.
Additionally, the rise in LNG imports and the development of related infrastructure, such as regasification
terminals, further contributes to the growth of the midstream EPC market. In summary, the midstream EPC market
in India is expanding due to ongoing infrastructure development, government support, and technological
innovations aimed at improving the efficiency and security of oil and gas transportation and storage.
232EPC in Downstream Activity:
India's Oil & Gas EPC Industry, By Downstream Activity Market Size USD Bn
7.5
7.2
7.0
6.8
6.6
6.1 6.2 6.3 6.4
5.8
5.3
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
The India Oil & Gas EPC market in the downstream sector focuses on the refining, processing, and distribution
of petroleum products. This includes the construction and maintenance of refineries, petrochemical plants, and
distribution infrastructure such as fuel storage facilities, retail outlets, and pipelines. As India’s demand for refined
petroleum products continues to grow, driven by urbanization, industrialization, and increasing vehicle usage,
significant investments are being made in expanding and upgrading refinery capacities and introducing advanced
refining technologies.
The government's push for cleaner fuels, including the shift towards Bharat Stage VI (BS-VI) fuel standards, is
also stimulating demand for modernized refining infrastructure. Additionally, the increasing focus on
petrochemical production and the development of integrated oil and gas facilities are driving growth in the
downstream EPC market. Technological innovations in refining processes, environmental compliance, and
automation are expected to further enhance the efficiency of downstream operations. Overall, the downstream
EPC market in India is set for growth due to rising domestic demand, regulatory changes, and the need for
modernization of infrastructure to meet global standards.
6.6 O&M Landscape in Oil & Gas Segment
Oil and gas operations today face a myriad of challenges, from volatile market conditions to stringent
environmental regulations. Maintaining operational efficiency and ensuring safety in hazardous environments are
paramount concerns.
Traditional methods of inspection, monitoring, and maintenance are often labour-intensive, costly, and fraught
with risk. The industry is at a crossroads, necessitating innovative solutions to overcome these hurdles and sustain
profitability.
This segment encompasses a wide range of activities aimed at maintaining and optimizing the performance of oil
and gas infrastructure, including refineries, pipelines, and processing plants.
Importance of O&M: Effective O&M practices are essential for minimizing downtime, reducing operational
costs, and enhancing production efficiency. The oil and gas sector requires rigorous maintenance protocols to
prevent equipment failures that could lead to costly interruptions or safety incidents.
Market Dynamics: The Indian O&M market is experiencing growth due to increasing investments in oil and gas
infrastructure, driven by rising domestic energy demand. Companies are focusing on adopting advanced
technologies such as predictive maintenance and condition monitoring to enhance operational efficiency.
233India Oil & Gas Operations & Maintenance (O&M) Activities Market (USD Billion): Historical Trend and
Forecasted Market Growth (CY 2021-CY 2031F):
India Oil & Gas Operations & Maintenance (O&M) Activities Market Size USD Bn
7.7
CAGR 2025-31
8.2% 7.0
6.4
5.9
CAGR 2021-24 5.5
6.3% 5.1
4.8
4.5
4.2
4.0
3.7
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
O&M Segmentation by Upstream, Midstream and Downstream Segment:
In India, the Operation & Maintenance (O&M) activities in the Oil & Gas industry are segmented into upstream,
midstream, and downstream. Upstream O&M focuses on maintaining exploration and production facilities,
ensuring efficient and safe extraction of oil and gas. Midstream O&M involves the upkeep of pipelines, storage
tanks, and transportation infrastructure to ensure smooth and secure transit of hydrocarbons. Downstream O&M
covers the maintenance of refining, processing, and distribution facilities, ensuring optimal production and
distribution of petroleum products. Each segment is critical to maintaining the efficiency, safety, and reliability
of the entire supply chain in India’s oil and gas sector.
India Oil & Gas Operation & Maintenance (O&M) Market, By Activity: Historical Trend and Forecasted
Market Growth (CY 2021-CY 2031F):
O&M in Upstream Activity: The upstream sector focuses on crude oil and natural gas exploration and
production, requiring intensive O&M due to complex extraction processes. Key activities include geological
surveys, drilling, and well maintenance. High costs arise from advanced technology, skilled labour, and strict
safety regulations. Managing thousands of wells and equipment presents logistical challenges. O&M involves
maintaining rigs, wells, and production facilities, leveraging IoT sensors and predictive analytics to optimize
performance, reduce downtime, and enhance efficiency.
234India's Oil & Gas O&M Industry, By Upstream Activity Market Size USD Bn
CAGR 2025-31 1.4
5.0%
1.3
1.2
CAGR 2021-24
1.1 1.1
6.7%
1.0 1.0
0.9 0.9 0.9
0.8
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: Primary and Secondary Research
The India Oil & Gas Operations & Maintenance (O&M) Activities market, particularly in the upstream sector,
has shown steady growth from 2021 to 2024, with revenues increasing from USD 0.8 billion in 2021 to USD 0.9
billion in 2024, reflecting a modest CAGR of 4.5%. This growth is primarily driven by the ongoing exploration,
drilling, and production activities in the oil and gas sector, which require continuous maintenance and operational
support to ensure the efficient extraction of resources.
Looking ahead, the market is expected to experience a stronger expansion, with projected revenues reaching USD
1.4 billion by 2031, reflecting a CAGR of 6.2% from 2025 to 2031. This growth can be attributed to the increasing
investments in upstream infrastructure, as well as the rising complexity of operations in exploration and extraction
processes, which necessitate enhanced O&M services.
The steady rise in the upstream O&M market suggests that, as exploration and production activities increase, the
need for regular maintenance, equipment servicing, and operational optimization will grow. The market’s future
growth is also driven by technological advancements in the upstream oil and gas sector, which require specialized
maintenance and operations to ensure smooth functioning, such as the implementation of digital oilfields and
advanced drilling techniques. Additionally, the drive for more efficient and sustainable energy extraction methods
is expected to fuel demand for advanced O&M services, contributing to the sector's expansion in the coming years.
O&M in Midstream Activity:
The midstream sector handles transportation, storage, and processing of oil and gas, requiring critical O&M for
safe and efficient resource movement. Key activities include maintaining pipelines, storage facilities, and
transportation fleets. Pipeline integrity is vital to prevent leaks and environmental risks. O&M focuses on
maintaining terminals and transport infrastructure. Big data analytics enhances logistics and cost efficiency by
optimizing inventory management, supplier performance, and demand forecasting, ensuring seamless operations.
235India's Oil & Gas O&M Industry, By Midstream Activity Market Size USD Bn
2.2
CAGR 2025-31
8.5%
2.0
1.8
1.7
CAGR 2021-24 1.5
6.6% 1.4
1.3
1.2 1.2
1.1
1.0
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025ECY 2026FCY 2027FCY 2028FCY 2029FCY 2030FCY 2031F
Source: Primary and Secondary Research
The India Oil & Gas Operations & Maintenance (O&M) market in the midstream sector has grown steadily from
USD 1.0 billion in 2021 to USD 1.2 billion in 2024, with a CAGR of 6.6%. This growth is driven by the expansion
of critical midstream infrastructure, including pipelines and storage facilities, which are vital for the efficient
movement of oil and gas. Going forward, the market is expected to accelerate, reaching USD 2.2 billion by 2031,
driven by ongoing pipeline and LNG infrastructure development, energy security initiatives, and the need for
regular maintenance. Technological advancements like pipeline monitoring, predictive maintenance, and
automation will further boost operational efficiency and safety, increasing demand for skilled O&M services.
O&M in Downstream Activity:
The downstream sector includes refining, gas processing, and product distribution, requiring continuous O&M to
prevent costly unplanned shutdowns. Maintenance focuses on refineries, petrochemical plants, and distribution
networks, with predictive and reliability-cantered strategies ensuring efficiency and safety. Downstream O&M
involves maintaining refineries and petrochemical plants. AI and machine learning optimize processes and reduce
costs, while historical data analysis enhances risk identification and safety measures.
236India's Oil & Gas O&M Industry, By Downstream Activity Market Size USD Bn
4.1
CAGR 2025-31F
3.7
8.8%
3.4
3.1
2.9
CAGR 2021-24 2.7
6.9%
2.5
2.3
2.2
2.0
1.9
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025ECY 2026FCY 2027FCY 2028FCY 2029FCY 2030FCY 2031F
Source: Primary and Secondary Research
The India Oil & Gas Operations & Maintenance (O&M) market in the downstream sector has grown steadily from
USD 1.9 billion in 2021 to USD 2.3 billion in 2024, with a CAGR of 6.9%. This growth is driven by expanding
refining capacity, rising demand for refined products, and infrastructure modernization. Looking ahead, the market
is expected to accelerate, reaching USD 4.1 billion by 2031, with a CAGR of 8.8%. This is driven by increased
refining, the shift to cleaner fuels, and the need for advanced O&M services. Technological innovations like
automation and process optimization will further enhance operational efficiency, supporting the sector's growth.
Key Trends in O&M:
• Predictive Maintenance: The adoption of predictive maintenance strategies is on the rise, utilizing data
analytics and real-time monitoring to anticipate equipment failures. This proactive approach minimizes
unplanned downtime, enhances safety, and reduces maintenance costs.
• Digital Integration: The industry is increasingly embracing digital tools such as Computerized
Maintenance Management Systems (CMMS) and the Industrial Internet of Things (IIoT). These
technologies facilitate efficient data management, predictive analytics, and streamlined maintenance
workflows, leading to improved operational efficiency.
• Asset Integrity Management Systems (AIMS): Implementing AIMS ensures that assets perform their
required functions effectively while safeguarding health, safety, and the environment. This
comprehensive approach covers the entire asset lifecycle, from design and maintenance to
decommissioning.
• Integrated Operations (IO): IO involves the use of advanced technologies and collaborative work
processes to enhance decision-making and operational efficiency. By enabling real-time data sharing and
remote collaboration, IO reduces the need for offshore personnel and optimizes resource utilization.
• Sustainability Initiatives: There is a growing emphasis on reducing the environmental footprint of
O&M activities. This includes investments in technologies that lower emissions, improve energy
efficiency, and support the transition to renewable energy sources.
• Supply Chain Management: Effective management of spare parts and consumables is crucial for
maintaining operational continuity. This includes logistics planning for timely procurement and
inventory management.
Challenges Faced by EPC Companies:
237• Aging Infrastructure: Many oil and gas facilities are operating beyond their intended lifespans, leading
to increased maintenance requirements and higher operational costs. Addressing the challenges of aging
infrastructure is critical for maintaining safety and efficiency.
• Skilled Workforce Shortage: The industry faces a shortage of skilled maintenance professionals,
necessitating investments in training and development programs to build a competent workforce capable
of managing advanced O&M technologies.
• Regulatory Compliance: Adhering to stringent environmental and safety regulations requires
continuous monitoring and adaptation of O&M practices to ensure compliance and avoid potential
penalties.
Technology Advancements in EPC:
• Robotics: The integration of robotics is revolutionizing traditional operations, promising unprecedented
improvements in efficiency, safety, and cost-effectiveness.
• Drones: Unmanned Aerial Vehicles (UAVs) equipped with optical sensors and artificial intelligence are
utilized for pipeline surveillance, enabling real-time data transmission and access to hard-to-reach areas,
thereby enhancing monitoring efficiency and safety.
• Artificial Intelligence (AI) and Machine Learning:
o Predictive Maintenance: AI algorithms analyse data from equipment to predict failures and
schedule maintenance proactively, reducing downtime and maintenance costs.
o Deep Learning Applications: Deep learning techniques are applied for diagnostics and prognostics
of oilfield equipment, enhancing predictive maintenance capabilities.
o Real-Time Monitoring: IIoT devices collect and transmit data from machinery and infrastructure,
facilitating real-time monitoring and decision-making to improve operational efficiency.
• Digitalization & Data Analytics:
o Digital Oilfields: The adoption of digital oilfield technologies, encompassing analytics, cloud
computing, and IIoT, is projected to surpass USD 20 billion by 2025, enabling real-time monitoring
and optimization of operations.
o Prescriptive Analytics: This approach analyses data to prescribe specific actions for optimizing
drilling, completion, and production processes, thereby enhancing efficiency and reducing costs.
o Eelume Subsea Robot – A self-propelled, snake-like robot designed for underwater inspection and
maintenance without needing a remotely operated vehicle (ROV).
o Eddyfi Inspection Tool for Corrosion Under Insulation: An advancement that is also likely to
impact maintenance is a new technology for non-destructive testing (NDT) created by Eddyfi.
6.7 SWOT: Oil & Gas EPC
The Oil and Gas engineering sector in India is characterized by several strengths that contribute to its robust
performance and growth potential.5F8
8 https://www.transect.com/blog/top-9-challenges-epcs-face
238Strength
Established Market Leaders Weakness
Growing Demand for High Import Dependency
Energy
Regulatory Challenges
Government Support and
Aging Infrastructure
Policy Framework
Talent Shortages
Technological
Advancements Price Volatility
Access to Global Markets
Opportunity
Government Initiatives and
Policy Support
Threats
Adoption of New
Stricter environmental
Technologies
regulations
Investment in Renewable
Economic Slowdown Risks
Energy
Rising Demand for
Infrastructure Development
Strength:
The Oil & Gas Engineering, Procurement, and Construction (EPC) sector in India is a vital component of the
country's energy infrastructure. It has several strengths that contribute to its robust performance and growth
potential.
➢ Growing Demand for Energy: Rising Energy Needs: With India's energy demand projected to increase
significantly over the next decade, driven by economic growth and urbanization, the EPC sector is well-
positioned to benefit from this trend. The country aims to increase its oil demand from approximately 5.4
million barrels per day (b/d) in 2023 to about 6.7 million b/d by 2030, creating substantial opportunities for
EPC contracts in oil and gas projects.
➢ Government Support and Policy Framework: Favourable Policies: The Indian government has
implemented favourable policies to attract investments in the oil and gas sector, including allowing 100%
Foreign Direct Investment (FDI) in various segments. This supportive environment encourages EPC
companies to invest in new projects and expand their operations.
➢ Technological Advancements: Innovation Adoption: The sector is increasingly adopting advanced
technologies such as digital twins, IoT, and data analytics to enhance operational efficiency and project
management. These innovations improve project delivery timelines and reduce costs, making Indian EPC
firms more competitive.
➢ Access to Global Markets: International Expansion: Indian Oil & Gas EPC companies are increasingly
venturing into international markets, leveraging their expertise to compete globally. This expansion not only
diversifies their revenue streams but also enhances their capabilities through exposure to international
standards and practices.
Weakness:
The Oil & Gas Engineering, Procurement, and Construction (EPC) industry in India faces several weaknesses that
can hinder its growth and operational efficiency.
➢ Regulatory Challenges: Complex Approval Processes: The sector encounters slow-paced approvals for
exploration and production activities, which can stall projects and extend timelines. Issues such as high cess
rates (20% ad-valorem) and the need for multiple clearances from various governmental bodies complicate
the regulatory landscape. Environmental Compliance: Stricter environmental regulations require companies
to invest significantly in compliance measures, increasing operational costs and potentially delaying project
execution.
239➢ Talent Shortages: The industry is experiencing a shortage of skilled labour due to an aging workforce and
limited entry of new talent. This shortage can impact productivity, safety, and the ability to implement new
technologies effectively.
➢ Price Volatility: Market Fluctuations: Price volatility leads to unpredictable costs for raw materials,
equipment, and labour. EPC companies often have fixed-price contracts for long-term projects, making it
difficult for them to account for price fluctuations in materials like steel, cement, and equipment. If prices
rise unexpectedly, the margins for EPCs shrink, and they may end up incurring losses if they cannot
renegotiate terms or pass the costs onto clients.
➢ Corruption Risks: The EPC sector is susceptible to corruption due to its complexity and competitive nature.
Corruption can lead to substantial financial losses and damage the reputation of companies involved in public
procurement processes.
Opportunities:
The Oil & Gas Engineering, Procurement, and Construction (EPC) industry in India is positioned for significant
growth due to various emerging opportunities.
➢ Government Initiatives and Policy Support: Increased Exploration Acreage: The Indian government aims
to increase exploration acreage to 1 million square kilometres by 2030, with a 16% increase expected in 2025.
This expansion opens up new opportunities for EPC contracts in exploration and production activities 6.GST
Inclusion: The ongoing discussions regarding the inclusion of petroleum products under the Goods and
Services Tax (GST) can lead to improved tax efficiency and reduced costs for the sector, thereby enhancing
investment attractiveness.
➢ Technological Advancements: Adoption of New Technologies: The integration of advanced technologies
such as artificial intelligence (AI), the Internet of Things (IoT), and digital twins is transforming project
management and operational efficiency within the EPC sector. These technologies can enhance predictive
maintenance, reduce operational costs, and improve project timelines.
➢ Hydraulic Fracturing and Horizontal Drilling: The development of these technologies enables access to
previously unreachable reserves, creating opportunities for EPC firms to engage in innovative projects that
tap into new oil and gas fields.
➢ Focus on Green Energy Transition: Investment in Renewable Energy: As the sector progresses toward net-
zero emissions targets, there is a growing emphasis on green hydrogen, compressed biogas plants, and other
renewable energy initiatives. This transition presents EPC companies with opportunities to diversify their
portfolios into sustainable energy projects.
➢ Carbon Capture and Storage (CCS): The demand for environmentally friendly solutions, including CCS
technologies, is increasing as companies seek to reduce their carbon footprints. EPC firms can capitalize on
this trend by developing expertise in sustainable practices.
➢ Rising Demand for Infrastructure Development: Pipeline and LNG Infrastructure: Significant investments
are being made in expanding pipeline networks and LNG terminals to meet growing energy demands. This
infrastructure development creates substantial opportunities for EPC contractors specializing in construction
and installation services.
➢ Upstream, Midstream, and Downstream Projects: The diversification of projects across upstream
(exploration), midstream (transportation), and downstream (refining) sectors allows EPC firms to engage in
a wide range of activities, thereby mitigating risks associated with reliance on a single segment.
➢ International Market Expansion: Indian EPC companies are increasingly exploring opportunities in
international markets where energy demand is rising. Expanding into emerging markets across Asia-Pacific
and Africa provides avenues for growth beyond domestic projects.
➢ Aging Infrastructure: The aging infrastructure in India's oil and gas sector represents a significant
opportunity for companies to offer solutions that focus on modernization, safety, efficiency, and
sustainability. By addressing the challenges posed by aging infrastructure, companies can unlock substantial
growth potential, improve operational performance, and help the sector transition toward more sustainable
and resilient energy practices.
Threats:
➢ Environmental Regulations: Stricter environmental regulations are pressuring the sector to reduce its
carbon footprint. Compliance with these regulations may require significant investments in cleaner
technologies and practices, impacting profitability.
➢ Market Volatility: Oil and gas prices are highly susceptible to global market dynamics, which can lead to
unpredictable revenue streams for companies in the sector. Price fluctuations pose significant financial risks,
particularly for smaller players who may lack the capital reserves to weather downturns.
240➢ High Import Dependency: Reliance on Imports: India imports around 88% of its crude oil requirements,
which exposes the industry to global price fluctuations and supply chain vulnerabilities. This heavy reliance
can lead to increased costs and economic instability during periods of geopolitical tension or market volatility.
➢ Economic Slowdown Risks: Any potential economic slowdown could reduce energy consumption, leading
to decreased demand for oil and gas products. This scenario could negatively impact revenues for companies
operating within the sector.
2417. HEAVY EQUIPMENT MANUFACTURING SECTOR IN INDIA
Introduction:
The heavy equipment manufacturing sector in India plays a vital role in supporting the country’s energy and oil
& gas industries, producing critical machinery for energy generation, oil exploration, refining, and distribution.
As India’s energy demand grows, the sector is focusing on both renewable energy (solar, wind, etc.) and traditional
power (thermal, hydro, etc.). The country is emerging as a significant player in manufacturing renewable energy
equipment, such as solar panels and wind turbines, alongside oil and gas infrastructure like drilling rigs, refineries,
and pipelines.
The capital goods sector plays a significant role in India’s economy, contributing around 12% to the country's
GDP. Additionally, it is a major source of employment, providing jobs to nearly 5.5 million people across the
nation. This sector encompasses industries involved in the manufacturing of machinery and equipment used in
other production processes, making it essential for the overall growth of India's industrial and infrastructure
development.
Five Year Trends on Production, Exports and Imports of Capital Goods Manufacturing Sector:
Indicators (in
2018-19 2019-2020 2020-2021 2021-2022 2022-2023
INR crores)
Production 2,03,393 2,87,233 2,66,315 3,32,473 3,78,392
Export 75,211 81,375 78,126 98,412 1,21,041
Imports 1,25,062 1,17,716 98,729 1,23,431 1,67,182
Source: Ministry of Heavy Industries, India
Driven by technological advancements and government initiatives like the PLI Scheme for solar manufacturing,
India’s energy equipment manufacturing is growing rapidly. With ambitious targets such as 500 GW renewable
energy capacity by 2030, the sector is positioned for continued expansion, offering substantial opportunities for
innovation and global competitiveness. This growth is crucial to India’s economic development and energy
security.
7.1 India’s Capability in Heavy Equipment / Capital Goods Manufacturing
Indian manufacturers have developed a diverse product portfolio, producing a wide range of heavy equipment
such as turbines, compressors, boilers, heat exchangers, pressure vessels, reactors, and drilling rigs, primarily
catering to the energy, oil & gas, and petrochemical sectors. In line with the global green energy transition,
companies are also expanding into the renewable energy space, producing wind turbines, solar components, and
hydrogen infrastructure. Strategic partnerships with global firms, such as BHEL-Siemens and L&T with various
OEMs, have allowed Indian manufacturers to access cutting-edge technology, enabling the production of high-
efficiency equipment.
The country’s cost competitiveness is bolstered by lower labour costs and increasing automation in production
processes, allowing manufacturers to deliver high-quality products at competitive prices. Government initiatives
like Make in India and the National Manufacturing Policy have further fostered investments and technology
collaborations in heavy industries. Leading companies such as Larsen & Toubro (L&T) and Bharat Heavy
Electricals Limited (BHEL) have developed world-class facilities that cater not only to the domestic market but
also to global markets, enhancing India's presence in the global manufacturing arena.
Production and Manufacturing Capabilities of Heavy Industries in India:
The Ministry of Heavy Industries (MHI) oversees 22 Central Public Sector Enterprises (CPSEs). Out of these, 16
are currently operational, while 5 are in the process of closure. One CPSE, the National Bicycle Corporation of
India Limited (NBCIL), is non-operational and also under closure. Additionally, 15 CPSEs are undergoing
liquidation, managed by the Official Liquidator.
242Production/Profits of Operating CPSEs INR Lakhs
37,168.0
29,531.0
28,185.0
25,609.0
2021-22 (Actual) 2022-23 (Actual) 2023-24 (Actual) 2024-25 (Tentative)
Source: Ministry of Heavy Industries (MHI) & Central Public Sector Enterprises (CPSE)
India’s Heavy Equipment Manufacturing Landscape: Renewable Energy and Oil & Gas Sectors
Renewable Energy Equipment:
➢ Wind Energy:
o Turbine Blades: Carbon/glass fibre for strength and efficiency
o Nacelles: House generator and gearbox
o Towers: Elevate turbines for optimal wind access
o Gearboxes: Convert mechanical energy to electrical
➢ Solar Energy:
o PV Panels: Silicon/thin-film; widely made in India
o Inverters: Convert DC to AC power
o Tracking Systems: Optimize panel orientation for sunlight
➢ Hydropower:
o Turbines: Francis, Kaplan, Pelton types
o Generators: Turn turbine motion into electricity
o Control Systems: Automate and optimize operations
Government Support & Initiatives for Heavy Equipment Industry:
➢ National Solar Mission: Incentivizes local solar manufacturing to reduce imports and boost solar
power growth.
➢ Production-Linked Incentive (PLI) Scheme: Financial support for solar module manufacturers to
increase domestic production.
➢ Wind Energy Policy: State-level incentives, grid connectivity, and land policies to promote wind
energy.
➢ Capital Goods Scheme: Supports large-scale domestic manufacturing, reducing import
dependence.
➢ Make in India: Encourages local production of heavy machinery (excavators, loaders, cranes) to
boost infrastructure and jobs.
➢ Capital Goods Policy: General Overview of Capital Goods Policies
o National Capital Goods Policy 2016: Aims for global competitiveness by increasing domestic
production, exports, and R&D.
o Future policies are expected to focus on promoting indigenous manufacturing to reduce import
dependence, supporting technology upgradation for enhanced competitiveness, and boosting
243exports to strengthen India’s global capital goods presence. Emphasis will also be placed on
sustainability and innovation in design and production.
o To support these goals, policies may include investment incentives like tax benefits and
subsidies, infrastructure development to improve logistics, and skill development programs to
equip the workforce for modern manufacturing demands.
Oil and Gas Equipment:
➢ Hydro processing Reactors and Separators: Specialized for refining processes like hydrocracking and
hydrotreating, these reactors are designed to handle extreme pressures and temperatures. They enable the
removal of impurities and improve the quality of fuels.
➢ Ammonia Converters and Urea Reactors: Used in fertilizer production, these reactors facilitate chemical
reactions under high-pressure and high-temperature conditions to convert feedstocks into ammonia or urea.
As Urea production from level of 225 LMT per annum during 2014-15 to a record Urea Production at 314.07
LMT during 2023-24.
➢ Heavy Wall Columns: Engineered for fractionation and separation processes, they are designed with thick
walls to withstand high internal pressures in refining and petrochemical operations. Ex - Indian firms supply
to petrochemical hubs in Gulf countries and SE Asia.
➢ Heavy Wall Process Separators & Drums: These components separate gases, liquids, and solids in
processing units, designed for durability under extreme operational stress. India has expanded domestic
capacity to support over 300 LPG bottling plants and bulk storage solutions exported to African and ASEAN
countries.
➢ Large Diameter Columns & Towers: Ideal for distillation and chemical processing, these large-scale
structures enable efficient separation and refining of hydrocarbons.
➢ Storage Bullets: Designed for the safe storage of pressurized gases like LPG, these horizontal tanks ensure
safety and stability during storage and handling.
➢ Shell & Tube Heat Exchangers: A critical part of thermal management systems, these heat exchangers
facilitate heat transfer between two fluids in refining and chemical processes.
➢ Pipelines: India manufactures high-pressure pipelines used for the transportation of oil and gas from
production sites to refineries or storage facilities. These pipelines are made with high-strength steel and
undergo extensive testing for safety and durability. Ex- The length of operational Natural Gas Pipeline in the
India has increased from 15,340 Km in 2014 to 24,945 Kms in September 2024.
Downstream Equipment (Refining and Distribution):
• Refining Equipment: India manufactures refineries and the essential equipment for the refining process,
including distillation columns, crude distillation units, hydrocrackers, and catalytic reformers.
• Storage Tanks: For storing refined products such as gasoline, diesel, and liquefied natural gas (LNG),
large capacity storage tanks are manufactured in India. LNG Terminals: India has developed facilities
for the import, storage, and regasification of LNG, including floating storage units and regasification
terminals.
• Oilfield Services Equipment: Pressure vessels are essential in oil and gas refining and natural gas
processing stages. Pumps and compressors support operations like water injection, gas lift, and drilling
through mud pumps.
7.2 Key Players in Heavy Equipment Manufacturers
Energy
No. Key Players Heavy Equipment Key Projects
Khargone Thermal
Steam Turbines & Generators
Power Plant,
Larson & Toubro Madhya Pradesh
1 Boilers & Heat Recovery Steam
(L&T)
Power Generators, Condensers & Cooling
Capacity: 2x660
Systems
MW
Bharat Heavy Yadadri Thermal
Thermal Powe, Gas Turbines,
2 Electricals Limited Power Plant,
Hydropower Turbines,
(BHEL) Telangana
244Nuclear Power Components, Capacity: 5×800
Transformers & Switchgear MW (4,000 MW)
Industrial Boilers,
3 Thermax Limited Water Treatment Plants,
Absorption Chillers.
Solar PV Plant with
Battery Energy
Solar Panels,
Storage, Lakshisarai
Bihar
1 Tata Power Solar Solar Inverters,
185 MW Solar PV
Floating Solar Panels
Plant 254 MWh
battery
Khavda Solar
High-Efficiency Solar PV Modules,
Project, Gujarat
Solar Trackers,
2 Vikram Solar
Capacity: 393.9
Solar Energy Storage Systems.
mwp
Kamuthi Solar
Bifacial Solar Panels, Power Project,
3 Adani Solar Tamil Nadu
Solar Cells & PV Modules.
Capacity: 648 MW
Continuum Green
Energy Project,
4 Waaree Energies Solar PV Panels & Solar Water Pumps India
Capacity: 140 MW
Wind Turbines Jaisalmer Wind
Park, Rajasthan
1 Suzlon Energy Nacelles & Hubs
Capacity: 1,064
Rotor Blades MW
Ayana Renewable
Wind Turbines Power Project,
Siemens Gamesa
2 Karnataka
India
Nacelles, Blades & Towers
Capacity: 302 MW
Wind
Wind Turbines
Kutch Wind Farm,
Gujarat
3 Inox Wind Ltd Towers (Tubular & Lattice)
Capacity: 200 MW
Blades & Nacelles
O2 Power Wind
Project in
GE Renewable
4 Wind Turbines Maharashtra
Energy India
Capacity: 97 MW
Oil & Gas
245No. Key Players Heavy Equipment Key Projects
Schneider Electric,
Carrier, Eberspächer
Evaporator coil,Heat exchanger,
1 KRN and many more
condenser, Refrigerator
OEMs as our
customers
The Anup
Engineering and
Graham Corporation
(USA) have
announced a
strategic partnership
Heat exchanger, Reactors, Pressure
2 Anup Engineering through a
vessel, columns and towers
manufacturing and
supply agreement.
Reliance Industries
Ltd High-pressure
heat exchangers and
reactors
Air Fin Cooler
(AFC) to ONGC,
Reliance Industries
Air cooled heat exchanger, Air cooled Limited (RIL),
3 Patel Airtemp
condenser, Ambient air heater Hindustan
Petroleum
Corporation Limited
(HPCL)
2467.3 Insight on Infrastructure: Skids, Major Equipment Used
Modular Skid Market Growth in India in USD Million: CY 2021- CY 2031F
545.4
CAGR 2025-31 496.3
8.9%
453.2
415.4
382.2
CAGR 2021-24 352.9
6.7% 327.3
304.5
284.3
266.5
250.9
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
The skids market in India's oil & gas energy sector is experiencing steady growth, driven by increasing exploration
and production activities, refinery expansions, and the adoption of modular process systems. Skid-mounted
systems, which include pumping, filtration, metering, and gas processing units, are gaining traction due to their
cost-effectiveness, faster installation, and operational flexibility. The market is further fuelled by rising
investments in LNG infrastructure, offshore drilling, and enhanced oil recovery (EOR) projects. Government
initiatives promoting domestic crude production, energy security, and the shift toward natural gas are also
supporting market expansion. With advancements in automation, prefabricated modular solutions, and digital
integration, the demand for skid-based systems is expected to grow, enhancing efficiency in India's upstream,
midstream, and downstream oil & gas operations.
In both the energy (power) and oil & gas sectors in India, infrastructure plays a crucial role in ensuring efficient
production, transportation, and distribution. The industry relies on advanced equipment, often mounted on "skids,"
to streamline operations and enhance mobility, safety, and efficiency.
Skids: Skids are structural steel framework assemblies that support modular process equipment. They allow for
easy transportation and integration of equipment. The oil and gas industries use them for steel fabrication and
piping.
247Skids Systems in the Oil and Gas Industry: Types of Skids used6F 9
Chemical Injection Skids:
Chemicalinjectionisakeypartoftheoilandgasextractionprocess,involvingasystemmadeupofvariousstoragetanksand
pressure vessels. These injection systems are custom-designed to meet the specific requirements of clients, catering to a
broadrangeofprocessapplications.
Trend: Energy-efficient chemical injection skids are becoming more popular. These skids are designed with energy-saving
features,suchasreducedpowerconsumptionandoptimizedchemicalinjectionrates.EPCcompaniesandoperatorsinIndia
arefocusingondesigningskidswithenergy-efficientpumps,improvedchemicalstoragemanagement,andoptimizedinjection
processes,helpingtoreduceoperationalcostsovertime.
Surge Relief Skids:
Pressuresurgesoccurwhentherearerapidchangesintheflowrateofliquidswithinpipelines,whichcanbehazardous.Surge
reliefskidsarecrucialinpreventingdamage,providingsafetysolutionsforhydraulicsystems,transmissionlines,andoiltanker
loadingterminals.Theseskidsaredesignedtomeetindustrysafetystandardsandregulatoryrequirements.
Trends:
CustomizationforIndianOperationalConditions-Surgereliefskidsarebeingdesignedwithmaterialsandcomponents
that can withstand India’s environmental challenges, including extreme temperatures, humidity, and the corrosive effects of
saltwaterinoffshoreapplications.Customdesignsensurebetterreliabilityanddurabilityintheseconditions.
ModularandScalableDesigns:Surgereliefskids areincreasinglybeingdesignedwithmodular andscalableconfigurations,
allowingthemtobeeasilyadaptedorexpandedtomeetchangingoperationalneeds.
Truck Loading Skids:
Truck loading skids, available in top-loading or bottom-loading configurations, ensure precise transfer operations while
adhering to safety regulations. These skids are versatile, capable of loading a variety of products such as gasoline, diesel,
methanol,andLPG.
Trends:
EnhancedSafetyFeatures:Truckloadingskidsareincreasinglybeingdesignedwithadvancedsafetyfeaturessuchasoverfill
protection,emergencyshutdownsystems,leakdetection,andspillcontainmentsystemstopreventaccidentsandspills.
IntegrationwithRemoteMonitoringandIoT:TruckloadingskidsarebeingincreasinglyintegratedwithIoT(Internetof
Things) devices for remotemonitoring and dataanalytics. IoT integration allows for continuous monitoring of loading skids,
providingvaluabledataonflowrates,temperature,pressure,andothercriticalparameters.
Modular Skids:
Modularskidscontaincompleteprocesssystemsorcanbeintegratedwithotherskidstoformlarger,morecomplexsystems.
Commontypesofmodularskidsinclude:
➢GasModularSkid
➢OilModularSkid
➢PowerWaterInjectionSkid
Trends:
AstheIndianoilandgas industrygrows,companiesneedequipmentthatcaneasilyscalewithincreasingproductionoradapt
to changing operational requirements. Modular skids allow for incremental expansion without the need for major system
overhauls.
Use of High-Quality Materials for Harsh Environments: Modular skids in India’s oil and gas sector are made with
corrosion-resistant materials like stainless steel to withstand harsh environments, including high humidity, extreme
temperatures,andsaltwatercorrosion,ensuringlong-termdurability,especiallyinoffshoreandcoastalareas.
Modular Skids: Modular engineering solutions, particularly modular process skids, are gaining prominence
across the petrochemical, natural gas, and energy sectors due to their compact, self-contained design. These
skids integrate essential components such as equipment, piping, and instrumentation within a pre-engineered
248frame, making them highly adaptable. Depending on the scale of operations, modular skids can function either as
standalone units or as integral parts of larger manufacturing systems. In smaller setups, they can even represent
the entire infrastructure, while in larger projects, multiple skids can be combined to form a complete plant.
The key advantages of modular skids lie in their portability, faster installation, and reduced on-site execution
time, making them ideal for time-sensitive or remote projects. Their cost and material efficiency, along with a
design that supports scalability and robustness, provide a clear edge over conventional stick-built systems. As
industries seek more flexible and resource-efficient solutions, modular skids offer a streamlined approach to
project execution, especially in environments where space, speed, and precision are critical.
Applications of Modular Skids in Petrochemicals, Natural Gas, and Energy Sectors:
1. Petrochemical Sector
Modular skids play a critical role in supporting the efficient processing of petrochemical feedstocks and the
production of derivatives such as ethylene, propylene, and aromatic compounds. Key applications include:
• Reactor and distillation skids for producing intermediates (e.g., olefins, polymers, solvents).
• Heat exchanger and pump skids for thermal management and fluid transfer in cracking or reforming
units.
• Filtration and separation skids for removing impurities or separating products in downstream
processing.
• Chemical dosing skids used in catalyst injection or for corrosion/scale prevention during refining.
Benefits: Compact footprint for space-constrained brownfield expansions, reduced downtime during maintenance,
and standardization across multiple production lines.
2. Energy Sector
In the broader energy domain, especially in power generation and renewable energy integration, modular skids
are deployed to streamline support processes and auxiliary systems. Applications include:
• Water treatment and demineralization skids used in boiler feedwater systems of thermal power plants.
• Fuel gas conditioning skids to filter, heat, and regulate gas before combustion in gas turbines or engines.
• Battery storage and control system skids in renewable energy plants for power management.
• Modular cooling systems (chillers, condensers) for turbine and generator operations.
Benefits: Rapid deployment in remote power plants, ease of transport to off-grid energy projects, and minimal on-
site civil works.
3. Natural Gas Sector
Modular skids are extensively used throughout the natural gas value chain, from production to distribution.
Major applications include:
• Gas dehydration skids (e.g., TEG systems) to remove moisture from natural gas streams.
• Gas sweetening and compression skids for H₂S and CO₂ removal and pressurization for transport.
• Metering and regulation skids at city gas distribution or pipeline custody transfer points.
• LNG and CNG skids for small-scale liquefaction, re-gasification, and vehicle refuelling stations.
Benefits: Portability for stranded gas fields or satellite gas hubs, standardized fabrication reducing lead times, and
plug-and-play design for faster commissioning.
9
https://trenchlesspedia.com/definition/3439/skid#:~:text=Chemical%20injection%20skids.%20Chemical%20injection%20is%20done,over%
20a%20wide%20range%20of%20process%20applications.
249Overall Value Proposition Across Sectors:
• Portability for remote and inaccessible sites.
• Faster commissioning compared to stick-built systems.
• Lower capital and operational costs through optimized fabrication and minimal site work.
• Scalability and replicability across similar projects or locations.
Advantages of Modular Skids over Conventional Process Solutions:
Aspect Modular Skids Conventional Solutions
Designed for space optimization with a
Larger and more dispersed
compact layout; portable and suitable
Compact Design Enabling setups; require more on-site
for constrained or remote sites; minimal
Portability and Quicker Installation space and customized civil
structural modifications required for
structures.
installation.
Entire process built and
Fabricated and tested off-site; allows
assembled on-site; longer
Quick Installation Reducing On-Site parallel site preparation; reduces field
construction timelines and more
Execution Time installation and commissioning time;
dependencies; higher risk of
minimizes startup delays.
delays.
Modular configuration enables easy Scaling involves redesign and
scalability; new units can be added in site rework; expansion may
Robust Designs Used for Scalability
parallel/series; supports process require downtime and additional
upgrades with minimal disruption. permits.
Centralized fabrication reduces material
Higher on-site labor and logistics
wastage and improves quality control;
Efficiency in Costs and Materials costs; greater material wastage;
bulk procurement lowers costs; shorter
Used to Manufacture Process Skids increased project execution costs
execution time reduces labor and
due to extended timelines.
overhead expenses.
Process Skids: Process skids are modular, self-contained systems that consolidate essential process
components such as equipment, piping, and instrumentation into a single, transportable frame. These
systems are designed to execute specific industrial functions and are widely used to streamline complex
processes across sectors such as petrochemicals, oil & gas, energy, pharmaceuticals, and water treatment.
By integrating all necessary elements in a compact unit, process skids reduce the complexity and
coordination required in traditional on-site installations, enabling faster deployment and improved project
control.
The modular nature of process skids offers significant advantages in terms of portability, scalability, and
efficiency. They can be fabricated and tested off-site in controlled environments, leading to better quality
assurance and minimized construction risks. Once delivered, their plug-and-play setup drastically reduces
installation time and on-site labour costs. Additionally, process skids support flexibility in design allowing
companies to replicate or scale operations by adding more units as needed. These benefits make process
skids a preferred solution in industries where speed, standardization, and cost-effectiveness are critical.
Advantages of Process Skids over Conventional Systems:
Aspect Process Skids Conventional Systems
Easily transportable and designed for
Systems are built component by
fast on-site deployment. Installation
Portability and Quicker component on-site, requiring
involves placing the skid and
Installation extensive labor, space, and longer
connecting utilities, resulting in faster
installation time.
project completion.
250Aspect Process Skids Conventional Systems
Major welding and assembly work is
High number of on-site weld joints
completed off-site in controlled
Reduction of On-Site Weld Joints increase labor costs, inspection
conditions, minimizing field welding.
and Cost of Welding efforts, and potential for rework or
This reduces safety risks, time, and
safety concerns.
welding-related costs.
Entire process skid is procured as one Multiple components and systems
Lower Procurement Costs integrated package from a single are procured separately, requiring
through Single Transaction vendor, reducing administrative more vendor management, contracts,
burden and coordination issues. and approvals.
While the site is being prepared, skid
Site must often be fully prepared
fabrication can occur in parallel. This
Shorter Time Duration to Make before major equipment installation
concurrent progress shortens overall
Plant Site Ready can begin, leading to longer lead
project timelines and accelerates
times.
readiness for operation.
Factory acceptance testing (FAT)
ensures the system is fully functional On-site testing is time-consuming
Pre-Tested and Quality-
before delivery. This enhances and may uncover issues after
Controlled Systems
reliability and minimizes start-up installation, causing delays.
issues.
Major Equipment Used in Oil & Gas EPC 7F7F10
The oil and gas industry are one of the largest and most significant sectors globally. Through the use of advanced
equipment, both public and private oil companies are able to construct and maintain refineries where crude oil is
processed and converted into valuable products like engine oil and gasoline.
In addition to oil and gas, crude oil yields numerous by-products. While each of these products undergoes
specialized processes and equipment to meet specific standards, some of the key by-products include diesel fuel,
asphalt, liquefied petroleum gas (LPG), pharmaceutical feedstocks, and wax, among others.
10 https://www.dombor.com/oil-and-gas-equipment/
251•Pipe Fittings and Flanges: Pipes and flanges are essential for directing the flow of
oil and gas. Pipe fittings connect or change pipe direction, while flanges, secured with
boltsandgaskets,servesimilar functions.
•Pressure Gauge: Pressure gauges monitor equipment like separators and flow lines,
Maintenance
helpingoperatorsassesspressurelevelstomakeinformeddecisions.
Workshop
•ValveActuator:Avalve actuatorcontrolsfluidflow throughvalves,allowingmanual
Equipments
or automatic operation. High-quality actuators are resistant to pressure and high
temperatures.
•Lathes: Lathes are versatile workshop tools used for shaping metal through
processeslikedrilling, sanding,andcutting.
•Drill String and Bit: Connected pipes that deliver rotation, weight, and fluid to the
well,withthebitbreakingrockformations.
•Derrick:Atallframeworkoverthewell,usedtopushdrillpipesintothewell.
Drilling
•Blowout Preventer (BOP): A valve that controls fluid flow and prevents blowouts
Equipments
duringdrilling.
•Top Drive: A motor that moves the drill string and enables deeper drilling, replacing
therotarytable.
•Casing Head: Connects the casing to the wellhead, with flanges and locking bolts to
preventdamage fromexcesspressure.
Wellhead
•Casing Spool: The lower part of the wellhead that supports the casing string, BOP,
Equipment Used in
andprovidesannularoutletsduringdrilling.
Oil and Gas
•Tubing Heads: Located above the casing spool, it holds the tubing and seals the
annulusbetweencasingandtubing.
•Pressure Vessel &Distillation Column: Pressure vesselsstore oil/gas under high
pressure.Distillationcolumnsseparateliquidmixturesbyheating.
Production Oil and •Boiler: Generates steam for distillation and heating by converting water through
Gas Equipments combustion.
•Accumulator: Controls the BOP, storing and transmitting hydraulic components to
preventspills.
7.4 Equipment Rental: Oil & Gas and Energy
7.4.1 Brief Overview on Heavy Equipment Rental Landscape in India
The heavy equipment rental market in India is rapidly growing, fuelled by large infrastructure projects and a shift
towards renting over buying. The construction sector dominates demand, while the oil & gas and energy sectors
require specialized equipment like cranes and heavy machinery. Rising power demands and government
infrastructure investments drive growth, with diesel and gas generators commonly rented for temporary power,
especially in remote areas with poor grid access. Renting offers cost efficiency and flexibility, benefiting SMEs
by avoiding high upfront and maintenance costs. The market is fragmented, with varied service quality but
ongoing innovation. Key challenges include frequent power outages and insufficient grid infrastructure, which
need addressing for sustained growth.
252Heavy Equipment Rental Landscape in India: Drivers
•Renting heavy equipment allows companies in the oil, gas, and energy
sectors to reduce capital expenditures associated with purchasing
Cost Efficiency
expensive machinery. It enables firms to focus on operations without
incurring the high costs of owning and maintaining equipment.
•The demand for energy infrastructure development, including pipelines,
refineries, power plants, and renewable energy projects, requires
Increased Infrastructure
specialized heavy machinery. Renting such equipment for short-term
Development:
projects ensures operational flexibility without long-term financial
commitments.
•Initiatives like Make in India and National Infrastructure Pipeline (NIP)
are boosting infrastructure projects across the energy and oil sectors,
Government Initiatives:
driving demand for heavy equipment rental services to meet project
needs efficiently.
•Many oil and gas and energy projects, such as exploration, drilling, or
Short-Term Project renewable energy installation, have specific time frames. Renting
Needs: equipment for these projects ensures companies can meet project
deadlines without tying up funds in long-term equipment purchases.
7.4.2 Key Players: in Equipment Rental
Company Products
Gainwell Commosales Pvt. Diesel and gas generators, transformers, air-cooled chillers, and mobile lighting
Ltd. towers.
Access equipment rentals, including crawler cranes, mobile cranes, and
RM Manlift Rental
forklifts.
Sudhir Power Industrial equipment rentals, including diesel generators and transformers.
Atlas Copco Specialty Temporary solutions for air, power, water, and steam requirements, including
Rental compressors, generators, and other specialized equipment.
Construction equipment rentals, including earthmoving machinery and road
Laxyo Energy Limited construction equipment. They emphasize supply and timely delivery of
equipment for infrastructure projects.
2538. RENEWABLE ENERGY SCENARIO IN INDIA
Renewable energy refers to energy derived from natural resources that are replenished at a rate faster than they
are consumed. These sources are sustainable and have a lower environmental impact compared to fossil fuels.
Renewable energy is often referred to as green energy or clean energy due to its minimal contribution to
greenhouse gas emissions.
India is making significant strides in renewable energy, driven by technological advancements and supportive
government policies. The development of high-efficiency solar panels, offshore wind turbines, and energy storage
solutions is propelling the transition to clean energy. Government incentives and regulations are fostering a
conducive environment for renewable energy adoption, ensuring economic viability and reducing greenhouse gas
emissions.
By enhancing energy security and providing social and community benefits, renewable energy projects are
creating jobs and improving rural electrification. The integration of renewable energy into the power grid presents
challenges, but innovative solutions are being developed to ensure a stable and sustainable energy future for India.
Renewable Energy Value Chain:11F11F11
Upstream Process (Renewable Energy Sources): This stage encompasses the various natural sources of
renewable energy.
➢ Biomass: Includes organic materials like wood waste, municipal and industrial waste, grains, and
oilseeds.
➢ Wind (Onshore, Offshore): Wind energy is harnessed through wind turbines.
➢ Solar (Photovoltaic and Thermal Solar Panels):
11 https://mark-bridges.medium.com/transforming-the-renewable-energy-value-chain-c4881282a02d
https://gems.engie.com/energy-encyclopedia/what-is-energy-value-chain/
https://www.hennessyfunds.com/insights/energy-investmentidea-valuechain
254➢ Photovoltaic (PV) panels convert sunlight directly into electricity.
➢ Thermal solar power systems use mirrors to concentrate sunlight to generate heat, which then drives a
heat engine to produce electricity.
➢ Hydropower (Dams, Seas, Rivers): The kinetic energy of flowing water is used to turn turbines and
generate electricity.
Geothermal (Earth): Geothermal energy utilizes the heat from the Earth's interior to generate electricity.
Production Process: This stage involves the conversion of the source energy into electricity:
➢ Biomass: Combustion equipment like furnaces, boilers, and gasifiers are used to convert biomass into
heat, which then drives turbines to generate electricity.
➢ Wind: Wind turbines convert the kinetic energy of wind into mechanical energy, which rotates a
generator to produce electricity.
➢ Solar (PV): PV panels directly convert sunlight into electricity.
➢ Solar (Thermal): Concentrated solar power (CSP) systems use mirrors to focus sunlight onto a receiver,
heating a fluid that drives a turbine to generate electricity.
➢ Hydropower: Turbines convert the kinetic energy of flowing water into mechanical energy, which is then
used to generate electricity.
➢ Geothermal: Geothermal power plants use the heat from the Earth to produce steam, which drives
turbines to generate electricity.
Downstream Process: This stage involves the distribution and utilization of the generated electricity:
➢ Electricity: The generated electricity is transmitted through power grids to various end-users.
➢ Smart Grid: Smart grids are advanced electricity grids that use digital technology to improve efficiency,
reliability, and sustainability.
Industrial Use: Electricity is used in various industrial applications, powering machinery, processes, and
operations.
8.1 Installed Capacity Scenario in India
India has made significant strides in its renewable energy sector, achieving notable milestones and setting
ambitious targets for the future. India has been one of the champions globally in adopting renewable energy as
part of its energy transition. According to the Central Electricity Authority, India’s total renewable energy-based
electricity generation capacity has reached 203.15 GW as of October 2024, highlighting the country’s strong
commitment to clean energy and sustainable development. This marks a significant increase of 24.2 GW (13.5%)
compared to 178.98 GW in October 2023.
When including nuclear power, India’s total non-fossil fuel capacity has risen to 211.36 GW in 2024, up from
186.46 GW in 2023. This growth underscores India's ongoing efforts to diversify its energy mix and reduce
dependence on fossil fuels.
Over the years, India has steadily expanded its renewable energy portfolio through large-scale solar parks, wind
farms, and hydroelectric projects. These initiatives have not only bolstered energy security but also positioned
India as a global leader in clean energy. With 8,180 MW of nuclear capacity contributing to the mix, non-fossil
fuel-based power now accounts for nearly 50% of the country’s total installed electricity generation capacity,
marking a significant step toward a greener and more sustainable future.12F12F12
As India continues to focus on sustainable development, the Union Budget 2025 has become a much-anticipated
opportunity for the renewable energy (RE) industry to strengthen its contribution toward national and global
climate goals. With the government’s consistent efforts to promote clean energy, the industry has witnessed
significant milestones, including surpassing 200 GW of renewable energy capacity. However, achieving the
ambitious target of 500 GW by 2030 demands supportive policies, investments, and a collective push across
various RE sources.
India's total electricity generation capacity has risen to 452.69 GW, with renewable energy playing a crucial role
in the overall power mix. As of October 2024, the country's renewable energy capacity stands at 203.15 GW,
making up 46.3% of the total installed capacity. This milestone highlights a significant transformation in India’s
energy sector, underscoring its increasing dependence on cleaner, non-fossil fuel-based energy sources.
12 Press Information Bureau
255Major Sources of Renewable Energy Usage Pattern in India
Biomass and Others, 6%
Hydropower, 27%
Solar Power, 45%
Wind Power, 22%
Source: D&B Research
The renewable energy sector has emerged as a cornerstone of India’s developmental agenda, reflecting the
nation’s commitment to sustainability and energy security. The industry, supported by government initiatives, is
now focusing on overcoming challenges such as domestic manufacturing, R&D capabilities, affordable financing,
and streamlined regulatory frameworks. These areas, along with expanding the green energy infrastructure, have
dominated the pre-budget expectations of industry leaders, reflecting a unified call for measures that bolster
India’s leadership in the global clean energy transition.
8.2 Current Capacity & Growth Trend: India’s Renewable Energy
India's renewable energy capacity has been on a steady rise, with a promising outlook for further growth. This
expansion is driven by numerous government initiatives aimed at promoting sustainable energy sources. For
example, the focus on green hydrogen production is expected to revolutionize the energy landscape by providing
a clean and efficient alternative to traditional fossil fuels.
Total Renewable Energy Capacity (GW)
500.00
209.42
190.6
171.99
156.37
133.93 141.98
256Source: D&B Research
Additionally, government policies are encouraging the development of advanced solar and wind technologies,
supporting domestic manufacturing, and improving grid infrastructure to accommodate the increasing share of
renewables. Investments in research and development are also fostering innovation in energy storage solutions,
enabling more reliable and efficient use of renewable energy.
In FY 2019-20, India’s renewable energy capacity stood at 133.93 GW, marking the foundation for its clean
energy initiatives. By FY 2020-21, this capacity grew to 141.98 GW, reflecting a year-on-year growth of
approximately 6%. FY 2021-22 saw a significant rise to 156.37 GW, representing an annual increase of around
10.2%. In FY 2022-23, capacity further surged to 171.99 GW, showing a growth of 10% from the previous year.
By FY 2023-24, the capacity reached 190.6 GW, achieving an annual increase of 10.8%. For FY 2024-25 (April–
December), the renewable energy capacity is projected to grow to 209.42 GW, with a notable increase of 9.87%
within just three quarters.
Major sources of renewable energy in India along with their approximate contributions to the total renewable
energy capacity by Oct-2024:
Renewable Energy Source Installed Capacity (GW)
Solar Power 92.12
Wind Power 47.72
Hydropower 51.99
Biomass and Others 11.32
*GW- Giga Watt
Renewable Energy Installed Capacity State wise:
As of March 2024, below are the leading states contributing to the installed capacity of renewable energy.13F13F13
Collectively Contributing
Type of Installed Capacity Leading States
Percentage from leading states
Gujarat, Rajasthan, Tamil Nadu,
Renewable Energy Capacity 61%
Karnataka, and Maharashtra
Rajasthan, Gujarat, Karnataka,
Solar Power Installation 70.76%
Tamil Nadu, and Maharashtra
Gujarat, Tamil Nadu, Karnataka,
Wind Power Capacity Installation Maharashtra, Rajasthan, and Andhra 93.37%
Pradesh
Maharashtra, Uttar Pradesh,
Bioenergy 71.49%
Karnataka and Tamil Nadu
Himachal Pradesh, Uttarakhand,
Hydro Installed Capacity Karnataka, Jammu and Kashmir, 57.15%
Maharashtra and Telangana
Over the entire period from FY 2019-20 to FY 2024-25, India’s renewable energy capacity expanded by 75.49
GW, translating to an impressive overall growth of 56.4%. This steady annual growth rate, averaging around
11.3% per year, reflects the success of policy measures, private-sector investments, and technological
advancements in clean energy.
The milestones highlight India's diversified approach, incorporating solar parks, wind farms, hydroelectric
projects, and other renewable sources. These efforts have also propelled the share of renewable energy to over
46.3% of the country’s total installed electricity capacity, solidifying India’s position as a leader in the global
clean energy landscape. Looking ahead, India’s renewable energy capacity is expected to continue its upward
trajectory, driven by ambitious government targets and increasing private-sector investments. The nation aims to
achieve 500 GW of non-fossil fuel capacity by 2030, with renewable energy playing a central role. This growth
trajectory underscores India's commitment to achieving its climate goals and transitioning to a sustainable, low-
carbon energy system.
8.3 Capacity Breakup by Source (Solar / Wind / Other)
13 https://cdnbbsr.s3waas.gov.in/s3716e1b8c6cd17b771da77391355749f3/uploads/2024/10/20241029512325464.pdf
257India's renewable energy generation is supported by a diverse mix of sources, driving the nation’s clean energy
transition. Solar energy leads the sector, with expansive solar parks and rooftop installations contributing
significantly to the energy mix. Wind energy follows closely, with high-potential regions like Tamil Nadu,
Gujarat, and Rajasthan playing a pivotal role. Hydropower harnesses the country’s vast river systems,
encompassing both large and small-scale projects. Biomass energy utilizes agricultural waste, forest residue, and
organic matter to generate electricity, adding to the sustainability of the energy landscape. Additionally, emerging
sources such as geothermal and tidal energy, though in their early stages, present immense potential for future
development. Together, these sources reflect India’s commitment to a greener, sustainable energy future.
India's Renewable Energy Capacity Mix (GW)
2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Solar Power (GW) 35.6 41.23 53.99 66.78 81.81 100.33
Wind Power (GW) 37.74 39.24 40.35 42.63 45.89 48.37
Hydropower (GW) 50.37 50.98 51.35 46.85 46.93 46.97
Biomass & Others (GW) 10.22 10.53 10.68 10.8 10.94 11.41
Total Renewable Energy Capacity (GW) 133.93 141.98 156.37 171.99 185.57 207.08
8.4 Generation scenario: Renewable Power Generation Scenario in India
Renewable Energy Generation during 2023-24:
As of March 2024, below are the leading states contributing to the generation of renewable energy:
Collectively Contributing
Type of Energy Production Leading States Percentage from the Leading
States
Rajasthan, Gujarat, Karnataka,
Renewable Energy Production Himachal Pradesh, and Tamil 56%
Nadu
Rajasthan, Karnataka, Gujarat,
Solar Power 75%
Tamil Nadu, and Andhra Pradesh
Gujarat, Tamil Nadu, Karnataka,
Wind Power Maharashtra, Rajasthan, and 93%
Andhra Pradesh
Maharashtra, Uttar Pradesh,
Bioenergy Karnataka, West Bengal, and 74%
Chhattisgarh
Himachal Pradesh, Uttarakhand,
Hydro Energy Karnataka, Jammu and Kashmir, 62.47%
and Sikkim
Key Renewable Sources Percentage for Leading States in India:
258The following table outlines the key renewable energy sources and their respective percentages for the leading
states in India based on installed capacity:
Total Installed Solar Power Wind Power Hydropower Biomass &
State
Capacity (GW) (%) (%) (%) Others (%)
Rajasthan 29.98 80% 10% 6% 4%
Gujarat 29.52 60% 30% 5% 5%
Tamil Nadu 23.70 25% 65% 8% 2%
Karnataka 22.37 40% 40% 15% 5%
Maharashtra 17.53 15% 20% 10% 55%.
8.5 Regulatory Landscape: Renewable Energy
India has developed a comprehensive regulatory framework to support the growth of renewable energy (RE). This
framework is essential for achieving the country's ambitious targets and addressing the challenges in the sector.
Below is a detailed overview of the key components of India's regulatory landscape for renewable energy.
1. National Goals and Policies
• 500 GW Target by 2030: India aims to achieve 500 GW of non-fossil fuel-based energy capacity by
2030, reflecting a significant commitment to renewable energy.
• Net-Zero Emissions by 2070: The country has set a long-term goal to reach net-zero carbon emissions
by 2070, aligning with global climate commitments.
2. Key Regulatory Bodies
• Ministry of New and Renewable Energy (MNRE): The primary government body responsible for
formulating policies and implementing programs related to renewable energy.
• Central Electricity Regulatory Commission (CERC): Regulates tariffs and ensures transparency in
operations within the electricity sector, including renewable energy projects.
• State Electricity Regulatory Commissions (SERCs): State-level bodies that regulate electricity
distribution and tariff setting for renewable energy projects.
3. Incentives and Financial Mechanisms
• Renewable Purchase Obligations (RPOs): Mandates that distribution companies purchase a certain
percentage of their total power from renewable sources, ensuring market demand for RE.
• Waivers on Transmission Charges: The government provides waivers on interstate transmission
system (ISTS) charges for renewable energy projects, enhancing their financial viability.
• Green Energy Certification: A framework to certify renewable energy generation, facilitating trading
in green certificates to promote investment.
4. Specific Schemes and Initiatives
• National Green Hydrogen Mission: Launched to promote the production and utilization of green
hydrogen, aiming to decarbonize industries such as steel and transportation.
• PM-KUSUM Scheme: Encourages solar power installations in agriculture by providing financial
support for solar pumps and grid-connected solar projects.
• Solar Energy Corporation of India (SECI): Facilitates the development of solar parks and supports
bidding processes for solar projects.
5. Electricity (Promoting Renewable Energy Through Green Energy Open Access) Rules, 2022
259• These rules allow consumers with a contracted demand of 100 kilowatts or more to procure power
through green energy open access, promoting flexibility in sourcing renewable energy.
6. Recent Developments
• The draft Green Hydrogen Certification Scheme is expected to be published in 2025, aimed at promoting
hydrogen production and its derivatives.
• Pilot projects in the steel sector using hydrogen are underway, indicating a shift towards integrating
hydrogen into industrial applications.
The government continues to emphasize research and development (R&D) collaborations with premier
institutions to enhance domestic capabilities.
8.6 Growth Forecast: Expected Growth in Renewable Energy Usage Pattern in India
India is poised for significant growth in its renewable energy sector, driven by ambitious targets, government
initiatives, and increasing investments. Below is a detailed analysis of the expected growth trends based on the
latest information.
1. Current Capacity and Recent Achievements
• Total Renewable Energy Capacity: India's total renewable energy capacity stands at
approximately 209.44 GW.
• Recent Additions: In 2024 alone, India added a record 24.5 GW of solar capacity and 3.4 GW of wind
capacity, marking substantial growth compared to previous years.
2. Projected Growth Rates
• Capacity Additions: According to projections, India's annual renewable capacity additions are expected
to increase significantly:
• From 15 GW in 2023, the capacity addition is projected to quadruple to 62 GW by 2030.
• Solar Power Dominance: Solar energy is anticipated to be the largest contributor to this growth, with
expectations of reaching up to 300 GW by 2030.
3. Government Targets and Policies
• 500 GW Target by 2030: The Indian government has set an ambitious target of achieving 500 GW of
non-fossil fuel-based energy capacity by 2030.
• Net-Zero Commitment: India aims for net-zero carbon emissions by 2070, which necessitates a robust
expansion of renewable energy sources.
4. Investment Landscape
• Doubling Investments: Investments in the renewable energy sector are expected to double to over USD
32 billion by the end of 2025.
• Supportive Policies: Government incentives, such as tax rebates and subsidies for renewable projects,
are driving investments and facilitating growth.
5. Technological Advancements
• Energy Storage Solutions: By 2025, significant progress is expected in large-scale battery storage
projects that will help stabilize the grid and reduce energy waste.
• Smart Grids and Electric Vehicles: The integration of smart grids and electric vehicles is anticipated
to enhance the efficiency of renewable energy usage.
6. Regional Contributions
States like Gujarat, Karnataka, Maharashtra, and Tamil Nadu continue to lead in renewable energy installations,
accounting for a significant portion of new capacity additions in both solar and wind sectors.
2609. GREEN HYDROGEN SCENARIO:
India Green Hydrogen Market Size USD Bn
10.5
CAGR 2025-31 8.7
20.3%
7.2
5.9
4.9
CAGR 2021-24 4.1
18.4%
3.5
2.9
2.4
2.1
1.8
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: D&B Research
The Green Hydrogen Market in India is projected to experience significant growth from CY 2021 to CY 2031, as
depicted in the chart. The market size was USD 1.75 billion in CY 2021 and grew at a Compound Annual Growth
Rate (CAGR) of 18.4% between 2021 and 2024, reaching an estimated USD 2.90 billion in CY 2024. The market
is expected to accelerate further, with a CAGR of 20.3% from 2025 to 2031, reaching approximately USD 10.49
billion by CY 2031. The rapid expansion highlights increasing investments in renewable energy, government
policies promoting green hydrogen production, and growing industrial demand for clean energy solutions. The
shift towards decarbonization, energy security, and advancements in electrolyser technology is expected to drive
market growth, making India a key player in the global green hydrogen industry.
Overview:
The global production of green hydrogen is experiencing rapid growth, driven by stringent emission reduction
targets, increasing investments in renewable energy, and the rising demand for clean fuel alternatives. As of 2023,
total hydrogen production reached 97 million tonnes (Mt), but less than 1% of this was derived from low-emission
sources, highlighting the urgent need for a large-scale transition toward green hydrogen which approximately
marks up to 0.60- 0.90 million tonnes.
Regions with abundant and cost-competitive renewable resources, such as Australia, Iberia, and the Middle East,
are expected to lead in large-scale green hydrogen production. However, challenges such as renewable power
availability, electrolyser technology cost reduction, and large-scale investments remain critical factors for
achieving strong adoption. The IEA (International Energy Agency) estimates that replacing grey hydrogen with
green hydrogen could potentially save 830 million tonnes of CO₂ annually, significantly contributing to global
decarbonisation goals. Countries like China, Saudi Arabia, the United States, the European Union, and India are
investing heavily in green hydrogen infrastructure.
The graph below shows the most ambitious green hydrogen plans country-wide. The value given is
Electrolysis-based hydrogen capacity, in kilotons per year.
261Taiwan 4.3
1060
117
Saudi Arabia 339
230
3.8
United Kingdom 1.2 157
153
5.89
Vietnam 89
82
12
Australia 63
55
France 1.944
37
3.5
Spain 611
7
2.3
Austria 25 .2
0 200 400 600 800 1000 1200
In-final-stages capacity(in kilotonnes) Operational Capacity(in kilotonnes)
Source: International Energy Agency (2023) Hydrogen Projects Database
If all under-construction projects become operational, global electrolysis-based hydrogen production could exceed
14,000 kilotons per year by 2030. However, achieving these ambitious goals will require sustained policy support,
technological advancements, and significant infrastructure development worldwide.
Global Initiative towards Hydrogen Economy:14F14F14
~USD10.2tn (Expected global investment by 2050)
~250 Cities target
~30 Countries Announced National Hydrogen Mission Plan
Renewable Energy
~USD70b Government ~114 Countries have or
~20 Countries Announced
support to transition to plan to set targets for
Sales Ban on ICE vehicles
Hydrogen cutting emission
What is Grey Hydrogen: Grey hydrogen is hydrogen that's produced from fossil fuels like natural gas or coal,
releasing significant amounts of carbon dioxide (CO2) and other greenhouse gases. It's the most common type of
hydrogen produced today. The most common method for producing grey hydrogen is steam methane reforming
(SMR), which uses heat and steam to break natural gas into hydrogen and CO2.
14 https://static.pib.gov.in/WriteReadData/specificdocs/documents/2024/may/doc2024510336301
262What is Green Hydrogen: Green hydrogen is hydrogen gas that's produced by splitting water using renewable
energy sources like solar, wind, or hydro. It's a carbon-neutral alternative to hydrogen produced from fossil
fuels. Green hydrogen reduces greenhouse gas emissions and harmful emissions like carbon dioxide and
particulate matter. The most common method for producing Green Hydrogen is Water Electrolysis.
Global hydrogen production:15
Water
Electrolysis
4%
Natural gas
Coal Gasification
steam methane
18%
reforming (SRM)
48%
Oil Reforming
30%
Major Green Hydrogen Projects Worldwide
Several large-scale green hydrogen projects are underway globally, positioning key countries as leaders in this
sector:
1. Saudi Arabia - NEOM Green Hydrogen Project
➢ Capacity: 4 GW of solar and wind energy
➢ Production: Up to 600 tonnes of green hydrogen per day (~200 kilotons per year)
➢ Status: The world's largest green hydrogen project under construction, a joint venture between ACWA
Power, Air Products, and NEOM.
2. China - Xinjiang Green Hydrogen Facility
➢ Capacity: 44 kilotons per year, currently the largest operational green hydrogen plant in the world.
➢ Expansion Plans: China aims to scale up its green hydrogen production for industries like steel and
chemicals.
3. European Union - Hydrogen Valley Projects
➢ Target: 10 million tonnes of renewable hydrogen production and 10 million tonnes of imports by 2030.
➢ Key Countries Involved: Germany, France, Spain, Sweden, and the Netherlands.
➢ Notable Projects: Sweden's largest electrolyser facility launched in 2023, contributing to the region's
green hydrogen supply.
4. United States - Hydrogen Hubs Initiative
➢ Policy Support: Backed by the Inflation Reduction Act (2022), which offers the world's most generous
clean hydrogen subsidies.
➢ Investment Surge: Several green hydrogen projects are in development, benefiting from federal and state-
level incentives.
5. India - National Green Hydrogen Mission
➢ Target: 5 million tonnes of green hydrogen production by 2030.
➢ Investment: Over USD 70 billion in committed investments from companies like Reliance, Adani, Indian
Oil Corporation, and NTPC.
15 https://static.pib.gov.in/WriteReadData/specificdocs/documents/2024/may/doc2024510336301
263➢ Government Initiatives: Large-scale electrolyser manufacturing and hydrogen production subsidies to
scale up production.
The production is set to increase rapidly as all of the countries are taking measures for sustainability and getting
converted into green hydrogen.
Insight on storage
Key storage options include compressed gas storage, where hydrogen is stored under high pressure in tanks, and
liquid hydrogen storage, which involves cryogenic conditions to maintain hydrogen in liquid form. While liquid
storage is energy-intensive, it allows for higher energy density. Additionally, chemical storage involves storing
hydrogen in compounds that release it when needed, providing flexibility in storage solutions.
For large-scale hydrogen storage, geological formations such as salt caverns and depleted natural gas reservoirs
present viable long-term solutions. Salt cavern storage, in particular, enables the storage of excess renewable
energy produced during low-demand periods, such as spring, for use in high-demand seasons like summer. This
storage approach plays a key role in balancing energy supply and demand. Additionally, efficient transport
infrastructure, including pipelines and tube trailers, is essential for distributing hydrogen effectively. This
infrastructure supports both domestic consumption and the potential for hydrogen exports, ensuring the successful
deployment and scalability of green hydrogen technologies.
Notable Projects
Project
Capacity Location Key Objective
Name
Advanced
Clean Store surplus renewable energy as green hydrogen
300 GWh Utah, USA
Energy and use it for grid stability.
Storage
Neom
Green Export Green Hydrogen in Ammonia form for easier
- Neom, Saudi Arabia
Hydrogen storage and transport.
Project
Fukushima
Large-scale Central to Japan’s hydrogen economy goals;
Hydrogen
liquid hydrogen Fukushima, Japan supports the country’s shift toward a hydrogen-based
Energy
facility society.
Research
Northwest England, Develop hydrogen storage as part of the UK’s
HyNet 1.3 TWh
UK hydrogen infrastructure plan by 2030.
Insight on electrolyze –16F16F16
Electrolysers are pivotal in producing green hydrogen by utilizing renewable electricity to split water into
hydrogen and oxygen. This process is essential for decarbonizing sectors that are challenging to electrify directly.
The International Energy Agency (IEA) provides comprehensive insights into the current state and future
prospects of electrolyser technologies.
Current Status and Growth
➢ Installed Capacity: By end-2023, global electrolyser capacity reached 1.4 GW, projected to grow to 5 GW by
2024. China dominates with nearly 70% of committed capacity. Announced projects may reach 520 GW by
2030, but only 4% have reached FID or are under construction. Fossil-based hydrogen with CCUS shows
slightly faster progress, with 14% at FID. Development remains slower than expected, with 6.5 GW reaching
FID in the past year, a 12% decline.
16 IEA-International Energy Agency
264➢ Production and Demand: Electrolyser production capacity doubled in 2023 to 25 GW, but actual production
remains low at 2.5 GW. China leads production, accounting for 60%. By 2024, capacity may exceed 40 GW,
with projections for 165 GW by 2030, although only 30% of this has secured FID.
➢ Technological Advancements: Electrolysis is gaining momentum for low-emission hydrogen production,
especially with renewables. Significant advancements are required to meet 2050 net-zero targets, with strong
growth in China, the EU, and the US driven by supportive policies.
➢ Future Trends: Hybrid modular systems integrating electrolysers with storage and renewables are gaining
traction. Innovations like solid oxide electrolysers (SOECs) aim to enhance efficiency and reduce costs.
Insight on transport infrastructure:
Hydrogen transport and storage infrastructure remain limited, with most production and consumption occurring
on-site. Growing demand and new applications highlight the need for dedicated infrastructure to connect
production sites with consumption centres.
Pipelines are recognized as the most efficient method for transporting hydrogen over long distances, with
capacities of around 200 kilotons per year. The U.S. has approximately 2,600 km of hydrogen pipelines, while
Europe operates around 2,000 km. Initiatives like the European Hydrogen Backbone aim to create a pan-European
hydrogen infrastructure, with plans for significant investments in national transmission networks, such as the
Dutch government's EUR 750 million investment for a 1,400 km hydrogen transmission network.
Under the National Green Hydrogen Mission (NGHM), India aims to develop a comprehensive transport
infrastructure for green hydrogen. The mission includes plans to establish bunkering facilities at ports and develop
refuelling infrastructure for vehicles powered by green hydrogen. The Indian government has allocated significant
funds to support these initiatives, aiming to replace fossil fuels in various sectors including mobility and shipping.
Global partnerships are also being formed to enhance hydrogen transport capabilities. For instance, the India-
Middle East-Europe Economic Corridor (IMEC) aims to create an export corridor that connects India with Europe,
facilitating the transport of green hydrogen across borders and expanding market opportunities.
8.1 Green Hydrogen Infrastructure in India
India aims for energy independence by 2047 and net-zero emissions by 2070, with green hydrogen as a key driver.
Produced via electrolysis using renewable sources or through biomass gasification, green hydrogen offers a clean
alternative to fossil fuels. The country is building industrial hubs, storage, transport, and refuelling infrastructure
to support its use in sectors like steel, shipping, and ammonia production, and as backup for renewable energy.
To further support this transition, the government has set Renewable Purchase Obligation (RPO) targets,
mandating an increase in renewable energy usage from 29.91% in 2024–25 to 43.33% by 2029–30, including a
separate target for Distributed Renewable Energy. 17F17F17
Year Wind RPO HPO Other RPO Total RPO
2024-25 3.36% 1.08% 26.37% 29.91%
2025-26 3.36% 1.48% 28.17% 33.01%
2026-27 4.29% 1.80% 29.17% 35.95%
2027-28 5.23% 2.15% 31.43% 38.81%
2028-29 6.61% 2.51% 32.69% 41.36%
2029-30 6.94% 2.82% 33.57% 43.33%
9.2 National Green Hydrogen Mission
The National Green Hydrogen Mission aims to establish India as a global leader in Green Hydrogen production,
utilization, and export, promoting self-reliance through clean energy. It seeks to decarbonize various sectors,
reduce fossil fuel imports, and position India at the forefront of Green Hydrogen technology and market growth.
17 Source: Static.pib.gov.in/WriteReadData/specificdocs/documents/2024/may/doc2024510336301
265India's significant strides in renewable energy and its ambitious goals for energy independence by 2047 and net-
zero emissions by 2070 underscore the pivotal role of Green Hydrogen.
The mission, with an initial budget of INR 19,744 crore, will leverage India's renewable resources to become a
leading global supplier. Key objectives include promoting R&D, building production capacity, establishing Green
Hydrogen hubs, facilitating demand creation, and reducing fossil fuel dependency. The mission emphasizes
transitioning from grey to green hydrogen, with a phased implementation strategy focusing on demand creation,
electrolyser manufacturing, and achieving cost competitiveness.
Policy measures in the
Green hydrogen production
Electrolysisproduction target Hydrogen Mission are
target
expected to reduce
•5 million metric tonnes per •15 GW by 2030 •USD 1.5 per kg by 2030
annum by 2030
Mission Budget: The National Green Hydrogen Mission has an initial financial allocation of INR 19,744 crore,
covering various key initiatives.
Objective Budget (INR CR)
SIGHT (Strategic Interventions for Green Hydrogen 17,490
Transition) Programme
Research and Development (R&D) 400
Mission Components 388
Pilot Projects
Low-Carbon Steel Projects 455
Mobility Pilot Projects 496
Shipping Pilot Projects 115
9.3 Green Hydrogen Production Scenario in India
India's green hydrogen sector is expanding, with key companies such as Reliance, Adani, and Hygenco
participating, but current production volume remains low. The National Green Hydrogen Mission, launched in
January 2023, aims to achieve 5 MMT of annual green hydrogen production by 2030. This initiative is expected
to drive significant economic and environmental benefits, including over ₹8 lakh crore in investments, 6 lakh new
jobs, a ₹1 lakh crore reduction in fossil fuel imports, and a 50 MMT decrease in annual greenhouse gas emissions.
The SIGHT Programme and SECI initiatives support these goals by allocating production and manufacturing
capacity and seeking new production facilities.
Key Policy initiated:18F18F18
Scheme / Programme Objective Capacity Allocation Status
Provides incentives for
Strategic Interventions for 4.12 lakh MTPA hydrogen
electrolyser manufacturing
Green Hydrogen Transition & 1.5 GW electrolyser Allocated
and green hydrogen
(SIGHT) Programme manufacturing
production
Defines the carbon intensity of
Green Hydrogen Standards Implemented
green hydrogen at 2 kg CO₂e -
Notification (2023)
per kg of H₂
Green hydrogen production to
Renewable Energy
be powered entirely by - In Progress
Mandates
renewable sources
Supports green hydrogen
Viability Gap Funding
derivatives (green ammonia, - Proposed
(VGF) for Green Ammonia
methanol)
18 https://pib.gov.in/PressReleaseIframePage.aspx?PRID=2023625&utm_source=chatgpt.com
266State Policy Indicator:19F19F19
Upcoming Green Hydrogen Production Capacity
Company / Developer Location Planned Capacity Status
Indian Oil Corporation (IOCL) Panipat Refinery 10 KTPA (Initial phase) Under
Development
Reliance Industries (RIL) Gujarat 100 KTPA Planned (2030
goal)
NTPC Odisha, Ladakh Various pilot projects Ongoing
ACME Group Tamil Nadu, 1.10 MTPA (Green Ammonia) Planned
Odisha
Adani New Industries Ltd Gujarat 1 MTPA (Hydrogen & Under
(ANIL) Ammonia) Development
19 https://static.pib.gov.in/WriteReadData/specificdocs/documents/2024/may/doc2024510336301
267Key Factors Driving the Demand for Green Hydrogen in India
•India’s hydrogen demand is primarily driven by two industries: crude-oil
Growing hydrogen
refineries and fertilizer production. Hydrogen is an essential component in
Demand Across Key
these sectors, particularly in refining processes and ammonia production for
Industries
fertilizers.
•The Indian government has played a pivotal role in the green hydrogen sector
through the National Green Hydrogen Mission, which targets a production of
5 MMTPA of green hydrogen by 2030. This mission outlines strategic policies
Government Policies and incentives to support the growth of the green hydrogen ecosystem,
and Initiatives includingfinancial subsidies,regulatoryframeworks,andinfrastructuralsupport.
•These government efforts are driving in lowering the costs of production and
fostering demand for green hydrogen across industries, making it an attractive
alternativetotraditional hydrogensources.
•India’s renewable energy potential is a key driver in green hydrogen
production. The country has an estimated 748 GW of solar energy potential,
of which only about 9% is currently harnessed, with 70 GW of installed
capacity. In addition to solar, India has access to significant wind and hydro
Renewable Energy
energyresources.
Potential for Green
•The country’s vast renewable energy potential positions it well to produce
Hydrogen Production
green hydrogen via electrolysis, where water is split into hydrogen and oxygen
using electricity from renewable sources. Rapid scaling of renewable energy
capacity will be essential to meet the hydrogen production targets set by the
government.
•As the world becomes more committed to reducing carbon emissions, green
hydrogen is increasingly recognized as a key solution to replace fossil fuel-based
energy sources, particularly in industries that are difficult to electrify. Green
hydrogen production emits no CO2, unlike grey hydrogen, which is produced
Global Environmental
from natural gas and releases significant amounts of CO2.
and Sustainability
•International markets are starting to show strong demand for green hydrogen,
Trends
as countries adopt stricter emissions regulations. This global momentum
presents India with a unique opportunity to align itself with international
sustainability efforts, driving both domestic demand and export potential for
greenhydrogen.
268•A major challenge for green hydrogen production has been its high cost
compared to grey hydrogen. However, technological advancements in
electrolyzer efficiency and renewable energy generation are expected to reduce
the production cost of green hydrogen. India aims to reduce the cost of green
Technological
hydrogen to $2/kg, which would make it competitive with grey hydrogen.
Advancements & Cost
•This price parity will be crucial in driving widespread adoption in industries such
Reduction
as steel, cement, and chemical manufacturing, which are major consumers of
hydrogen. As technology continues to evolve, the cost of producing and
delivering green hydrogen is expected to decrease, making it more accessible to
industries.
•The global market for green hydrogen is becoming more interconnected as
countries implement decarbonization strategies. This trend creates an
opportunity for India to position itself as a competitive player in the global
hydrogen supply chain. Green hydrogen is expected to become a globally traded
Market Dynamics and commodity, and India’s hydrogen production capabilities can cater to both
Global Supply Chain domesticandinternationalmarkets.
•Exportinggreenhydrogentocountrieswith highdecarbonizationtargets,suchas
those in Europe and Japan, will provide additional demand for India’s hydrogen.
Therefore, aligning India’s green hydrogen production with international
standardsandtraderegulationswillboostitsattractiveness intheglobalmarket.
•While green hydrogen presents a promising solution for decarbonizing various
industries, the readiness of Indian industries to adopt it is still in early stages.
Industries such as steel, cement, and chemicals are exploring ways to integrate
Industrial Readiness green hydrogen into their processes to reduce emissions. However, significant
and Adoption challenges remain, such as the need for infrastructure development and
adaptation of existing processes to accommodate green hydrogen. Capacity
building, both in terms of technology and skills, will be necessary to transition
theseindustriestogreenerpractices.
•One of the key constraints in the expansion of green hydrogen in India is the cost
of delivery and the lack of necessary infrastructure. Developing the infrastructure
for the transportation and storage of green hydrogen, including pipelines, storage
tanks, and refueling stations, will be essential to ensure the smooth delivery of
Cost of Delivery and
hydrogen to end-users.
Infrastructure
•The cost of logistics and distribution plays a significant role in the overall cost
Development
structureofgreenhydrogen, andreducingthesecostswillbevitalforwidespread
adoption. Government support in developing the required infrastructure will also
be a critical factor in ensuring green hydrogen can be effectively distributed
acrossindustries.
2699.5 Key Threats & Challenges Facing the Sector
India's ambition to become a leader in green hydrogen production is met with several significant challenges that
need to be addressed to achieve its goals effectively. The following outlines the key threats and challenges:
High
Production
Costs
Limited
Infrastructure
Awareness
Deficiencies
and Adoption
Challenges
Policy and
Water
regulatory
Scarcity
Framework
Technological
Challenges
1. High Production Costs
a) Cost Disparity: The production cost of green hydrogen is substantially higher than that of traditional
hydrogen derived from fossil fuels. Currently, green hydrogen costs between USD 5.30 and USD 6.70
per kilogram, compared to USD 1.90 to USD 2.40 for grey or blue hydrogen. This high cost is primarily
due to the expensive electrolysis process, which requires substantial amounts of renewable energy.
b) Weighted Average Cost of Capital (WACC): In emerging markets like India, a high WACC increases
financing costs, further elevating the production costs of green hydrogen.
2. Infrastructure Deficiencies
a) Lack of Storage and Distribution Facilities: India currently lacks the necessary infrastructure for the
production, storage, and distribution of green hydrogen, including pipelines and refuelling stations. This
absence hampers the scalability and accessibility of green hydrogen solutions.
b) Investment Needs: Significant investment in infrastructure development is required to support the growth
of green hydrogen production and distribution networks.
3. Water Scarcity
a) Resource Intensive Production: Green hydrogen production is water-intensive, raising concerns in a
country where many regions face severe water scarcity. Ensuring a sustainable water supply for hydrogen
production is critical.
4. Technological Challenges
a) Emerging Technology: The technology for efficient green hydrogen production through electrolysis is
still developing. Challenges include improving the efficiency of electrolysers and reducing their costs,
which currently range from USD 500 to USD 1,800 per kW depending on the technology used.
270b) Limited R&D Investment: There is a need for increased research and development to enhance existing
technologies and create new methods that are less resource intensive.
5. Policy and Regulatory Framework
a) Lack of Comprehensive Policies: Unlike other countries with established hydrogen policies, India lacks
integrated frameworks that foster market confidence and encourage private sector investment.
b) Need for Incentives: Effective incentive schemes are necessary to attract investments in green hydrogen
projects, including subsidies and tax benefits for companies involved in this sector.
6. Limited Awareness and Adoption
a) Public Understanding: There is limited awareness about green hydrogen among the general public and
businesses, which affects its adoption.
b) Incentives for Transition: Without sufficient incentives or clear benefits communicated to stakeholders,
the transition to green hydrogen technologies may be slow.
9.6 Overview of Investments Announced in Green Hydrogen Production in India
Investment Landscape: India has attracted substantial investments in green hydrogen and electrolyser
manufacturing, with commitments totalling around INR 6,05,800 crore. Major companies involved include:
Reliance Industries
•Investing INR 86,500 crore over three years to transition from grey to green hydrogen
by 2025. The company has been awarded subsidies under the Strategic Interventions for
Green Hydrogen Transition (SIGHT) program for manufacturing 300 MW of alkaline
electrolysers peryear and producing90,000tonnesof greenhydrogenannually
Adani Group
•In partnership with French energy major TotalEnergies, Adani plans to invest INR
4,32,735 crore in India's green hydrogen market over the next decade, targeting 3
milliontonnesofclean gas productionby2032.
Welspun Group
•Proposing an investment of INR 40,000 crore to establish a green hydrogen or ammonia
plant in Bulandshahr, UttarPradesh.
Hygenco Green Energies
•Planning to set up a 0.2 million-tonne green hydrogen facility in Prayagraj, Uttar Pradesh,
with an investmentof INR16,000crore
ReNew India
•ReNew has demonstrated its dedication to sustainable energy by making a significant
investment of INR 26,400 crore towards a green hydrogen project in Karnataka, aiming
to achievea productioncapacityof 0.22MTPA.
Acme Cleantech
•Acme Cleantech revealed an impressive investment of INR 27,000 crore to establish a
green hydrogenproductionfacility in India witha capacity of 1.10MTPA
Capacity Expansion Plans: In 2024, a capacity of 4.12 lakh tonnes per annum (LTPA) was awarded to ten
companies with a total subsidy of INR 3,055 crore. An additional 7.8 LTPA of production capacity is expected to
be awarded in 2025, alongside ongoing tenders for 4.5 LTPA for green hydrogen and 7.39 LTPA for green
ammonia.
Government Support and Regulations: The Indian government is focusing on regulatory frameworks to ensure
the growth of the green hydrogen sector. Green Hydrogen Certification Scheme: A draft scheme has been released
for public comments, aiming to establish standards for certifying green hydrogen production. In 2025, new
271standards will be published covering various aspects of green hydrogen production, storage, transportation, and
applications across sectors like aviation and railways.
Financial Allocations in the Union Budget: National Green Hydrogen Fund: An allocation of ₹600 crore to
National Green Hydrogen Fund has been made in Union Budget 2024-25 to support the mission's initiatives.
Increased funding has been allocated for renewable energy projects, including solar power initiatives that support
the broader goals of the NGHM.
10. CARBON CAPTURE, UTILIZATION & STORAGE (CCUS) IN INDIA
India Carbon Capture, Utilization, and Storage (CCUS) Market Size USD Mn
143.3
CAGR 2025-31
9.7% 129.6
117.5
CAGR 2021-24 106.9
7.8% 97.5
89.3
82.0
75.6
69.9
64.8
60.3
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
Source: D&B Research
The Carbon Capture, Utilization, and Storage (CCUS) market in India is projected to witness steady growth from
CY 2021 to CY 2031, driven by rising initiatives for decarbonization, industrial emission reduction, and
sustainable energy solutions. The market size was USD 60.3 million in CY 2021, growing at a CAGR of 7.8%
between 2021 and 2024, reaching USD 75.6 million in CY 2024. Post-2024, the market is expected to expand at
a higher CAGR of 9.7% from 2025 to 2031, reaching USD 143.3 million by CY 2031. This growth is fuelled by
increasing government policies, industrial adoption of carbon capture technologies, and advancements in CO₂
utilization for enhanced oil recovery, chemical production, and sustainable fuels. The rising focus on net-zero
commitments and carbon credit markets is expected to further accelerate investments in India's CCUS sector,
positioning it as a crucial component in the country's clean energy transition.
Overview:
Carbon Capture, Utilization, and Storage (CCUS) is a technology designed to reduce greenhouse gas (GHG)
emissions by capturing carbon dioxide (CO₂) from industrial and power sector sources before it enters the
atmosphere. The captured CO₂ can either be stored permanently in deep geological formations such as depleted
oil and gas reservoirs or repurposed for various industrial applications.
Globally, power and industry contribute about 50% of total GHG emissions, making CCUS a crucial tool for
decarbonization. The technology enables manufacturers to capture carbon at the point of emission such as
chimneys of power plants and industrial facilities using chemical processes. The captured CO₂ can be utilized in
producing synthetic fuels (methanol and methane), plastics, pharmaceuticals, fire extinguishers, soda ash, food
and beverages, construction materials, and agricultural applications.
Beyond conventional methods, innovative CCUS solutions include artificial photosynthesis using bio-solar leaves
and phytoplankton-based technologies that mimic natural carbon absorption. Additionally, CCUS plays a key role
in producing low-carbon hydrogen, which can further support the decarbonization of sectors such as heavy
industry, transportation, and shipping. It also offers a means of removing CO₂ from the air, helping balance
emissions that are difficult to eliminate. Although CCUS has historically fallen short of expectations, recent years
have seen growing momentum, with over 700 projects in various stages of development across the CCUS value
272chain. However, despite this progress, deployment remains far below what is required to meet Net Zero Scenario
targets, necessitating accelerated investment and expansion.
CO2 can be captured from various sources, including the air, and transported by pipeline or ship for utilization or
permanent storage. Different terminology is often used when discussing CCUS technologies. In this report:
➢ Carbon Capture and Storage (CCS): This involves capturing CO2 and permanently storing it.
➢ Carbon Capture and Utilization (CCU) or CO2 Use: This refers to capturing CO2 for use in the production
of fuels and chemicals.
➢ Carbon Capture, Utilization, and Storage (CCUS): This encompasses both CCS and CCU, including scenarios
where CO2 is used and stored, such as in Enhanced Oil Recovery (EOR) or in building materials, where the
use results in some or all of the CO2 being permanently stored.
Process of Carbon Capture, Utilization and Storage:
10.1 Global Scenario: CCUS Infrastructure
As of early 2025, the global infrastructure for Carbon Capture, Utilization, and Storage (CCUS) is experiencing
significant growth, yet it remains far behind the ambitious targets set for 2045. Currently, there are around 45
commercial facilities with a total annual capture capacity of more than 50 Mt CO2, applying carbon capture,
utilization, and storage (CCUS) to industrial processes, fuel transformation, and power generation. Although
CCUS deployment has lagged behind expectations in the past, momentum has significantly increased in recent
years, with over 700 projects now in various stages of development across the CCUS value chain.
In 2023 alone, announced capture capacity for 2030 increased by 35%, while announced storage capacity rose by
70%. This means that by 2030, the total amount of CO2 that could be captured annually is projected to reach
approximately 435 million tonnes (Mt), with announced storage capacity expected to be around 615 Mt of CO2
per year. While this positive momentum is encouraging, it still represents only about 40% of the capture capacity
273and 60% of the storage capacity needed to achieve the Net Zero Emissions by 2050 (NZE) Scenario, which
requires capturing and storing around 1 Gt of CO2 per year. This represents a substantial increase, as the number
of CCUS facilities has grown significantly in recent years, with a 102% year-on-year increase in project numbers
reported in 2023.
The current infrastructure primarily consists of operational projects such as the Boundary Dam Project in Canada
and the Petra Nova Project in Texas, which have demonstrated the feasibility of large-scale carbon capture.
However, these projects collectively capture only a fraction of the CO2 emissions needed to meet future targets.
The International Energy Agency (IEA) has noted that while momentum is building behind CCUS technologies,
actual final investment decisions are lagging behind the required pace to achieve significant capacity increases.
Below are the table of existing major CCUS projects in operation.
Some of these facilities have been operational since the 1970s and 1980s, starting with natural gas processing
plants in the Val Verde area of Texas, which began capturing CO2 and supplying it to local oil producers for
Enhanced Oil Recovery (EOR) operations.:20F20F20
CO capture
Operation 2 Primary
Country Project Source of CO capacity
date 2 storage type
(Mt/year)
Terrell natural gas
United States Natural gas
plants (formerly 1972 0.5 EOR
(US) processing
Val Verde)
Fertiliser
US Enid fertiliser 1982 0.7 EOR
production
Shute Creek gas Natural gas
US 1986 7.0 EOR
processing facility processing
Sleipner
Natural gas
Norway CO storage 1996 1.0 Dedicated
2 processing
project
Great Plains
Synthetic
US/Canada Synfuels 2000 3.0 EOR
natural gas
(Weyburn/Midale)
Snohvit
Natural gas
Norway CO storage 2008 0.7 Dedicated
2 processing
project
Natural gas
US Century plant 2010 8.4 EOR
processing
Air Products
Hydrogen
US steam methane 2013 1.0 EOR
production
reformer
Lost Cabin Gas Natural gas
US 2013 0.9 EOR
Plant processing
Coffeyville Fertiliser
US 2013 1.0 EOR
Gasification production
Petrobras Santos
Natural gas
Brazil Basin pre-salt 2013 3.0 EOR
processing
oilfield CCS
Power
Boundary Dam
Canada 2014 generation 1.0 EOR
CCS
(coal)
Uthmaniyah CO -
2 Natural gas
Saudi Arabia EOR 2015 0.8 EOR
processing
demonstration
Hydrogen
Canada Quest 2015 1.0 Dedicated
production
United Arab Iron and steel
Abu Dhabi CCS 2016 0.8 EOR
Emirates production
20 https://www.iea.org/reports/ccus-in-clean-energy-transitions/a-new-era-for-ccus
274Power
US Petra Nova 2017 generation 1.4 EOR
(coal)
Ethanol
US Illinois Industrial 2017 1.0 Dedicated
production
Jilin oilfield CO - Natural gas
China 2 2018 0.6 EOR
EOR processing
Gorgon Carbon Natural gas
Australia 2019 3.4-4.0 Dedicated
Dioxide Injection processing
Alberta Carbon
Trunk Line
Fertiliser
Canada (ACTL) with 2020 0.3-0.6 EOR
production
Agrium
CO stream
2
ACTL with
Northwest Hydrogen
Canada 2020 1.2-1.4 EOR
Sturgeon Refinery production
CO stream
2
Terrell natural gas
United States Natural gas
plants (formerly 1972 0.5 EOR
(US) processing
Val Verde)
Fertiliser
US Enid fertiliser 1982 0.7 EOR
production
*EOR- Enhanced Oil Recovery
As of now, approximately 25 megatons (Mt) of CO2 are captured annually in the United States and Europe
combined. This figure is starkly contrasted with the ambitious target set by the International Energy Agency (IEA),
which estimates that around 6,000 Mt of CO2 must be captured and stored each year by 2050 to align with the
goals of the Paris Agreement. This target represents about 16% of current global emissions, highlighting the scale
of infrastructure development needed to achieve meaningful reductions in greenhouse gas emissions.21F21F21
Currently, the operational CCUS capacity is limited, with only about 40 Mtpa globally. Despite a growing number
of projects approximately 392 in various stages of development the actual capture volumes remain low compared
to what is necessary. The IEA's assertion that about 6,000 Mt must be captured annually underscores the urgency
for scaling up CCUS technologies and infrastructure significantly.
While countries are planning to expand the CCUS plants and establishing the new government initiatives there
are some several challenges, including high economic costs that often exceed potential financial benefits, complex
permitting processes that delay projects, and the need for effective coordination among multiple stakeholders.
Additionally, significant gaps in infrastructure development, policy uncertainty, and public scepticism about CO2
storage safety hinder progress. While advancements in technology are ongoing, many methods remain in early
development stages, requiring further research and innovation to enhance efficiency and reduce costs. Addressing
these challenges is essential for maximizing CCUS's potential in achieving climate goals.
10.2 India CCUS Scenario
India is the world's third-largest emitter of CO2, following China and the US, with estimated annual emissions of
about 2.6 gigatonnes. The Government of India has committed to reducing CO2 emissions by 50% by 2050 and
achieving net zero by 2070. One of the key success stories in India's clean energy transition has been the growth
of renewable power capacity. However, the power sector only contributes to about one-third of the total CO2
emissions, which will continue to decline as renewables increasingly replace fossil fuel-based power generation.
The growing industrial economy in India emits nearly another third of the aggregate emissions, which are hard to
abate and will continue to increase unless new technologies and carbon abatement mechanisms are deployed.
While India plans to phase down the use of coal over time, the country will remain dependent on fossil energy
sources like coal for a long time to support the industry and provide affordable and reliable baseload power.
21 https://think.ing.com/articles/carbon-capture-storage-outlook-2025-gaining-ground-despite-challenges/
275Therefore, India's decarbonization pathway must also include technologies that will reduce emissions from hard-
to-abate industrial sectors and residual baseload power generation.
Sector-wise CO2 Emissions in India:
Sector-wise CO2 Emissions MTPA
1210
450
177 1004
27 325
240 125 196
56
2020 CO2 Emmision 2030 CO2 Emmision
Source: NITI Ayog
Carbon Capture Utilization and Storage (CCUS) plays a critical role in decarbonizing the industrial sector, which
is challenging to electrify and abate due to the use of fossil fuels as both a source of energy and within the process
itself. CCUS is also essential for decarbonizing the power sector, given India's current reliance on coal for over
70% of its electricity needs. Even if India substantially greens the grid and meets the target of 500 GW installed
capacity of renewables by 2030, there will still be a need to meet baseload power demand from fossil fuels (most
likely coal) or other dispatchable sources, due to the intermittency and non-dispatchable nature of solar and wind
power.
Direct Air Capture (DAC), which directly captures dilute CO2 (415 ppm) from the air, may also emerge as a form
of carbon capture with wide applicability, as it is independent of the source and concentration of the emission
stream. However, DAC is still in its early stages, and the economics (present cost estimated to range between INR
34,000-70,000 per tonne of CO2) and scale of operations are yet to be established.
For effective large-scale adoption of CCUS, it's essential to have a clear strategy for the permanent geological
storage of captured CO2, beyond converting it to value-added products. Currently, geological sequestration is the
only commercial option available at the gigatonne scale for CO2 disposition.
Options for geological storage include Enhanced Oil Recovery (EOR), Enhanced Coal Bed Methane Recovery
(ECBMR), and permanent storage in saline aquifers and basalt formations. However, India has limited geological
data on pore space availability, especially for saline aquifers and basalt storage. In contrast, data availability for
EOR and ECBMR is better due to prior hydrocarbon exploration activities. The British Geological Society and
IIT Bombay estimate that India has significant CO2 storage potential, ranging from 400 to 600 gigatonnes.
276CO2 Storage options:
Storage in Deep Saline Aquifers
Captured CO2 can be permanently stored in deep saline aquifers, which are large porous rock formations containing
unusable saltwater.Unlike EORandECBMR,injectingCO2intothese aquifers offersnoeconomic benefitbuthasthe
potential to store vast quantities of CO2. Supercritical CO2 can be injected into saline aquifers, where it rises to the
impermeable caprock and is trapped (structural trapping). Some CO2 displaces the existing fluid in the pore spaces
(residualtrapping),whilesomedissolvesinthebrine(solubilitytrapping).Overtime,CO2canalsoreactwithminerals
toformsolidcarbonates(mineraltrapping).
Storage in Basalts
Recent geological studies have explored the CO2 storage potential of basaltic rocks, which contain divalent cations of
calcium, magnesium, and iron. These elements react with dissolved CO2 to form stable carbonate minerals, offering a
long-term sequestration solution. Basalt rocks have faster reaction kinetics compared to saline aquifers due to the
abundance of these oxides. Additionally, the widespread presence of basalts on Earth's surface has sparked interest in
CO2 storage research. Researchers estimate the global CO2 storage capacity of basalts to be between 8,000 and 41,000
gigatonnes (Gt).
Region-wise Storage Clusters in India:
Total Theoretical Storage Capacity of India = 395 - 614 Gt CO2
Region-wise
Saline Total (GT estimated CO2
Region ECBMR EOR Basalt
aquifer CO2) emission volumes
(2030-2050) (GT)
Southern
75.2 0.3 0.8 0 76.3 9.01
Region
Northern
7.34 0 0.31 0 7.65 7.21
Region
Eastern
67.2 2.4 0 10.98 80.5 10.13
Region
North-
Eastern 46.5 0 0.7 0 47.2 0.22
Region
Western
80.8 0.9 2.3 304.9 388.9 16.58
Region
Total 277 3.6 4.1 315 498 -
Source: Carbon Capture Utilization and Storage (CCUS) – Policy Framework and Deployment Mechanism in
India
*GT- Giga Tons
277This indicates significant potential for establishing regional CCUS clusters across five regions in India: North,
South, East, West, and North-East. Sequestration in deep saline aquifers emerges as the most promising option in
all these regions. However, the theoretical storage capacity for the northern sedimentary basins is currently low
due to insufficient data. Nevertheless, as more exploratory activities targeting CO2 storage are conducted, the
storage potential in the northern region is expected to rise.
10.3 Regulatory Landscape: CCUS in India
India is developing a robust regulatory and financial framework to promote Carbon Capture, Utilization, and
Storage (CCUS) for reducing greenhouse gas emissions and advancing sustainable development.
• Policy Framework: NITI Aayog’s CCUS policy highlights key interventions such as carbon credits, early-
stage financing, regional CCUS hubs, and preferential procurement of low-carbon products to drive adoption,
particularly in hard-to-decarbonize sectors.
• Task Force Initiatives: The Ministry of Petroleum and Natural Gas has formed the “Upstream for
CCS/CCUS” (UFCC) task force to chart CCUS implementation in oil and gas. It also partnered with IIT
Bombay to boost R&D efforts.
• Financial Incentives:
o Viability Gap Funding (VGF) for economically unviable CCUS projects.
o Carbon Pricing Mechanism to encourage industrial adoption.
o Carbon Credit Trading for monetizing captured CO₂.
o Tax Incentives and proposed Carbon Capture Finance Corporation (CCFC) to provide financial
support, backed by clean energy taxes and bonds.
• Storage Potential: India has an estimated CO₂ storage capacity of 500–1,000 gigatons, enabling large-scale
CCUS deployment.
10.4 Key Threats & Challenges
High Cost of
Carbon
Capture
Knowledge
Lack of
and Expertise
Infrastructure
Gap
Challenges
Long
Market
Regulatory
Limitations of
and
CO2
Permitting
Utilization
Processes
High Cost of Carbon Capture: Carbon capture accounts for over 70% of total CCUS costs due to energy-
intensive processes and expensive materials. The energy penalty further reduces plant efficiency, making large-
scale adoption economically unfeasible without subsidies or technological breakthroughs.
Lack of Infrastructure: Adequate CO₂ pipelines, storage, and transport systems are limited, especially near
industrial sites. This creates a "chicken-and-egg" dilemma between investing in capture systems and
infrastructure. Shared hubs and public-private partnerships could help bridge the gap.
278Complex Regulatory Processes: Lengthy, multi-agency approval procedures such as coordination between
MoEFCC, MoPNG, and state governments in India delay projects and deter investors. Clear, streamlined
regulations are needed for national and international CCUS deployment.
Limited CO₂ Utilization Market: The market for CO₂-based products is underdeveloped, making storage the
main but economically non-viable option. Policy support and incentives are essential to drive innovation and
create demand for CO₂ utilization.
Knowledge and Expertise Gap: CCUS demands specialized skills in capture, transport, and storage. A shortage
of trained professionals and limited knowledge sharing hinder progress. Investment in training, academia-industry
collaboration, and CCUS centres of excellence is vital to build capacity.
10.5 Overview of Investments Announced in CCUS In India
Several investments have been announced in the CCUS sector, involving contributions from the government,
private firms, and public-private partnerships. These investments aim to accelerate the deployment of carbon
capture technologies, infrastructure development, and industrial decarbonization efforts. The collaborative
approach is expected to drive innovation, attract global expertise, and enhance India's transition toward a low-
carbon economy.
India is making substantial investments in Carbon Capture, Utilization, and Storage (CCUS) to support its
ambitious decarbonization goals, with NITI Aayog playing a pivotal role in formulating policies and frameworks
to facilitate large-scale adoption. The Indian government, through its planning body NITI Aayog, has proposed a
dedicated CCUS policy that focuses on industry clusters, employment generation, and financial incentives, aiming
to create a robust ecosystem for CCUS deployment. As part of this vision, India is projected to require an
investment of approximately INR 8,500 crore- INR 13,000 crore by 2050 to develop CCUS infrastructure, which
will be able to capture 750 MMT implement cutting-edge capture technologies, and establish necessary
mechanisms for CO2 transportation, storage, and utilization.
This significant financial commitment aligns with India’s broader strategy to reduce emissions by 50% by 2050
and achieve net-zero by 2070. The policy under development, expected to be finalized by the end of 2024, will
provide clear guidelines on capture standards, economic incentives, and regulatory frameworks to drive CCUS
adoption. The investment will particularly target high-emission industries such as steel, cement, petrochemicals,
fertilizers, and oil and gas, which are crucial for India's economy but contribute significantly to CO2 emissions.
Additionally, India’s Ministry of Science and Technology, in collaboration with the Asia CCUS Network, is
actively working on research and deployment strategies to enhance CCUS implementation across the region.
The commercial viability of CCUS is also a key focus area, with opportunities for converting CO2 into value-
added products like building materials (concrete and aggregates), chemicals (methanol and ethanol), polymers,
and enhanced oil recovery solutions. To support this, NITI Aayog’s policy will include incentives for industries
adopting CCUS, helping to attract private sector investments and international collaborations. Given this push,
U.S. companies and technology providers specializing in CCUS solutions have significant opportunities to enter
the Indian market, partnering with Indian stakeholders to deploy advanced carbon capture technologies and
contribute to India’s decarbonization efforts.
CCUS Financial Mechanism: Assumptions/Considerations for CCUS Financing Analysis:
Parameters Remarks
Current CO2 emissions from
1600 mtpa NA
industries & power sector
4% till 2030
CAGR of CO2 emissions 2% from 2031-40 NA
1% from 2041-50
Capturable CO2 85% of emissions NA
Current coal consumption 1050 mtpa NA
CAGR of coal consumption 2% till 2035, no increase after that NA
Existing rate of Rs. 400/tonne, to be
Clean energy cess 400 Rs. /tonne
effective from 1 April 2026
4.1k Rs. /tonne till 2040 Based on the average CCUS cost for
Subsidy for storage
3.0k Rs. /tonne till 2050 industries and power
279Based on the average CCUS cost for
3.0k Rs. /tonne till 2040
Subsidy for EOR usage industries and power, adjusted for
2.4k Rs. /tonne till 2050
benefits from EOR
Based on average CCUS cost for
Subsidy for utilization for value-
2.3k Rs. /tonne industries and power, adjusted for
added products
benefits from value-added product
Return on corpus/bond re-investment 9% NA
Source: NITI Ayog
CCUS Funding through Clean Energy Cess and CCUS Funding with Bonds and Government Budgetary
Support:
Year Fund. Fund available Surplus/Shortfall Bond with Gross Budgetary
Req., TH CR TH CR Return TH Support (GBS)TH
TH CR CR
CR
2023 - 23 23 - -
2030 15 169 154 - 15 (0.2% of GBS)
2040 89 603 514 36 53 (0.4% of GBS)
2050 210 225 15 107 103 (0.5% of GBS)
• Oil India Limited (OIL): Investing INR1,000 crore in CCUS as part of a INR 25,000 crore clean energy
plan to achieve net-zero by 2040. Projects include green hydrogen, solar, wind, and biogas.
• NALCO: Commissioned a CO₂ sequestration pilot plant in Odisha; plans to scale up for long-term
sustainability.
• BHEL: Exploring CCUS technologies to reduce emissions in heavy engineering and power sectors.
• APGENCO: Collaborating on CCUS for emission reduction from thermal power plants.
• Reliance Industries: Developing CCS for deployment in refineries and petrochemical units; targets net-zero
by 2035.
• Dalmia Cement: Building a 500,000 TPA carbon capture plant in Tamil Nadu with UK-based CCSL to
become carbon-negative by 2040.
• Tata Steel: Commissioned a 5 TPD carbon capture plant at its Jamshedpur facility the first in India’s steel
sector.
• IOCL & ONGC: Partnering to capture CO₂ at Koyali refinery for injection into the Gandhar field for
enhanced oil recovery.
• Tuticorin Alkali Chemicals: Operates India's first unsubsidized industrial CCU plant (60,000 TPA), using
CO₂ to produce soda ash.
• NTPC: Developing a CO₂-to-methanol plant at Vindhyachal with CCSL and Green Power International.
11. WASTE TO ENERGY SECTOR
280India Waste-to-Energy (WtE) Market Size USD Bn
CAGR 2025-31F 1.6
4.5% 1.5
CAGR 2021-24 1.5
1.4
2.3%
1.3
1.3
1.2
1.2
1.2
1.1 1.1
CY 2021 CY 2022 CY 2023 CY 2024 CY 2025E CY 2026F CY 2027F CY 2028F CY 2029F CY 2030F CY 2031F
The Waste-to-Energy (WtE) market in India is projected to grow steadily from CY 2021 to CY 2031, driven by
increasing waste management initiatives, rising energy demands, and government policies promoting renewable
energy generation from waste. The market size stood at USD 1.12 billion in CY 2021 and grew at a CAGR of
2.3% between 2021 and 2024, reaching USD 1.20 billion in CY 2024. The growth rate is expected to accelerate
post-2024, with a projected CAGR of 4.5% from 2025 to 2031, reaching approximately USD 1.61 billion by CY
2031. This expansion is fuelled by urbanization, increased municipal solid waste generation, technological
advancements in waste processing, and government incentives for clean energy projects. The rising emphasis on
sustainability, circular economy principles, and reducing landfill dependency is expected to further drive
investments in India's WtE sector, positioning it as a key contributor to the country's renewable energy mix.
Overview: The Waste-to-Energy (WtE) sector focuses on converting various types of waste materials into usable
energy, such as electricity, heat, or biofuels. It plays a crucial role in waste management, energy production, and
reducing environmental pollution. 22F22F22
The Waste to Energy (WTE) process involves converting waste materials into usable energy. Here's an overview
of the steps:
22 https://www.ecomena.org/wte-pathways/
281Waste Collection: Waste is gathered from households, businesses, and industrial sources.
Transport to Plant: The collected waste is transported to a dedicated waste-to-energy facility.
Waste Processing: The waste is sorted and processed, typically by heating it in a controlled environment
(incineration or gasification). This process breaks down organic materials and converts them into energy.
Energy Production:
• Fuel for Vehicles: Some processed waste is converted into biofuels that can be used to power vehicles.
• Gas for Households: Organic waste can be converted into biogas, which is then distributed for use in
households for cooking and heating.
• Electricity for Power Stations: The heat generated from the waste is used to produce steam, which drives
turbines to generate electricity, supplying power to the grid.
Classification of Waste for Energy Conversion
• Municipal Solid Waste (MSW) – Includes household and commercial waste such as food scraps, paper,
plastics, and textiles. Suitable for incineration, gasification, anaerobic digestion.
• Industrial Waste – Includes chemical, manufacturing, and process waste like sludge, plastic residues, and
hazardous materials. Suitable for pyrolysis, gasification, and plasma arc technology.
• Agricultural Waste – Crop residues, husks, bagasse, and animal manure. Used for biogas production,
bioethanol fermentation, and biomass combustion.
• Biomedical Waste – Includes hospital and pharmaceutical waste, often incinerated or processed via plasma
arc gasification to ensure safe disposal.
• Plastic & Rubber Waste – Non-recyclable plastics, tires, and synthetic materials are converted into pyrolysis
oil, syngas, or solid fuel.
• E-Waste – Contains electronic components with combustible plastics and metals, processed through
gasification or incineration.
• Sewage & Organic Waste – Wastewater sludge and organic residues are treated using anaerobic digestion
or microbial fuel cells to generate biogas and electricity.
Importance of Waste-to-Energy (WtE)
• Reduces Landfill Waste – Minimizes the volume of municipal solid waste (MSW) and prevents land
pollution.
• Generates Renewable Energy – Produces electricity, heat, or biofuels as an alternative to fossil fuels.
• Lowers Greenhouse Gas Emissions – Captures methane from decomposing waste, reducing its impact on
climate change.
• Supports Circular Economy – Converts waste into a valuable resource, promoting sustainability.
• Reduces Dependence on Fossil Fuels – Provides an additional source of clean energy for power generation.
• Efficient Waste Management – Helps manage growing urban waste in a sustainable way.
• Reduces Air & Water Pollution – Proper waste treatment prevents hazardous emissions and contamination
Challenges Of Waste-to-Energy (WtE)
• High Capital & Operational Costs – Expensive infrastructure, technology, and maintenance increase
project costs.
• Air Pollution & Emissions – Incineration and gasification can release pollutants (dioxins, CO₂, NOx) if not
properly controlled.
• Waste Segregation Issues – Inefficient sorting reduces the efficiency of energy recovery and may damage
equipment.
• Public Opposition & Perception – Concerns over environmental and health risks often lead to resistance
from communities.
• Regulatory & Policy Challenges – Strict environmental regulations and inconsistent policies can delay
projects.
• Energy Efficiency Concerns – Some WtE processes have lower energy efficiency compared to conventional
power plants.
Competition with Recycling – Diverting waste for energy may reduce recycling rates, conflicting with
sustainability goals.
28211.1 Waste to Energy Conversion:
Thermal Conversion Methods
Thermal processes use heat to convert waste into energy (electricity, heat, or fuels). These processes reduce waste
volume and generate useful byproducts. The main types include:
Thermal Conversion Process
Thermal
Incineration Gasification Plasma Arc Gasification
Steam Syngas Syngas
Electricity, Heat
These processes use heat to break down waste into usable energy.
Method Process Description Common Waste Sources Energy Output
Direct combustion of waste at high Municipal Solid Waste (MSW),
Incineration Electricity, heat
temperatures. industrial waste, hazardous waste.
Uses a plasma torch (up to 5000°C)
Plasma Arc Medical waste, plastics, electronic Syngas (H₂, CO),
to convert waste into syngas and
Gasification waste vitrified slag
slag.
Mild pyrolysis in low-oxygen at Biomass, wood chips, agricultural
Torrefaction Bio-coal, biochar
200-300°C to produce bio-coal. waste
11.2 India Scenario: Waste to Energy Generation Potential in India
Every year, about 62 million tonnes of municipal solid waste (MSW) and 38 billion litters of sewage are generated
in the urban areas of India. In addition, large quantities of solid and liquid wastes are generated by industries. It
is estimated that the amount of waste generated in India will increase at a per capita rate of approximately
2831-1.33% annually. The current rate of solid waste generation in India stands at 0.34 kg per person per day, and
it is projected to increase to 0.7kg per person per day by the year 2025.
Summary of the sector wise covering urban and industrial sectors mainly for energy potential for India is given
as below:
S N Sectors Energy potential – MW
1 Urban Solid Waste 1247
2 Urban Liquid waste 375
3 Paper (liquid waste) 254
4 Processing and preserving of meat (liquid waste) 182
5 Processing and preserving of meat (solid waste) 13
Processing and preserving of fish, crustaceans and molluscs
6 17
(liquid waste)
7 Vegetable Processing (solid waste) 3
8 Vegetable Raw (solid waste) 579
9 Fruit Processing (solid waste) 8
10 Fruit Raw (solid waste) 203
11 Palm Oil (solid waste) 2
12 Milk Processing/Dairy Products (liquid waste) 24
13 Maize Starch (liquid waste) 47
14 Tapioca Starch (liquid waste) 36
15 Tapioca Starch (solid waste) 15
16 Sugar (liquid waste) 49
17 Sugar press mud (solid waste) 200
18 Distillery (liquid waste) 781
19 Wine Industry NA
20 Slaughterhouse (solid waste) 48
21 Slaughterhouse (liquid waste) 263
22 Cattle farm (solid waste) 862
23 Poultry (solid waste) 462
24 Chicory (solid waste) 1
25 Tanneries (liquid waste) 9
26 Tanneries (solid waste) 10
284Total
5690
(MWeq)
The total estimated energy generation potential from urban and industrial organic waste in India is
approximately 5690 MW.
Estimated Capacity for Waste-to-Energy 23
➢ Total Potential: According to NITI Aayog, India has the potential to generate approximately 5,690 MW of
energy from various waste sources, including urban solid waste, agricultural residues, and industrial waste.
This capacity represents a substantial opportunity for energy generation while addressing waste management
challenges.
➢ Current Installed Capacity: As of 2023-2024, the total installed capacity for waste-to-energy in India was
around 620 MW, which accounts for only about 0.1% of the total energy generated in the country. This
indicates a significant gap between potential and actual utilization.
➢ Waste Generation Insights: India produces about 62 million tonnes of MSW annually, with projections
reaching 165 million tonnes by 2030. The average calorific value of this waste ranges from 1,411 to 2,150
kcal/kg, making it suitable for energy recovery.
➢ Industrial Waste: Significant energy potential exists in industrial sectors, including paper, sugar, distilleries,
and food processing industries.
➢ Government Initiatives: The MNRE's Waste to Energy Programme aims to support the establishment of
projects generating biogas, bio-CNG, power, and producer or syngas from urban, industrial, and agricultural
wastes. This program offers financial assistance to project developers to promote WtE projects across the
country.
23 https://mnre.gov.in/en/waste-to-energy-overview/
https://indianexpress.com/article/upsc-current-affairs/upsc-essentials/harnessing-waste-to-energy-for-sustainable-growth-in-india-9612101/
28511.3 Cumulative Achievement in Waste to Energy Generation in India
India has been making steady progress in the waste-to-energy (WtE) sector, focusing on converting municipal
solid waste (MSW) and industrial waste into electricity, biogas, and other forms of renewable energy.
Current Installed Capacity (As of December 2024)
• Waste-to-Power Plants (Grid-Connected): 249.74 MW
• Waste-to-Energy (Off-grid & Captive Use): 370.20 MW
Total Cumulative Capacity: 620 MW
Over the past years, India's waste-to-energy (WtE) capacity has experienced gradual growth.
WtE Capacity (MW)
336.07
285.81
251.15 248.14
232.04
202.2
181.2
171.86
2020-21 2021-22 2022-23 2023-24
Waste-to-Power (MW) Waste-to-energy (MW)
Source: D&B Research
Both Waste-to-Power and Waste-to-Energy capacities show a continuous increase over the years. This suggests
an expansion of waste-to-energy projects, greater investments, or increased waste utilization efficiency. The
growth rate accelerates over the years, indicating increasing adoption of waste-to-power technology. Similar
to waste-to-power, the growth in waste-to-energy capacity accelerates annually, showing rising efficiency and
investment in waste-based energy production
286Total Install Capacity of Waste to Energy MW
584.21
488.01
432.35
403.9
2020-21 2021-22 2022-23 2023-24
Source: D&B Research
The total installed capacity has consistently increased every year. This suggests higher investments, improved
technology, and increased adoption of waste-to-energy projects. The accelerating annual growth rates suggest an
increasing adoption of installed capacity over time. If the growth trend continues, waste-to-energy will become a
key contributor to renewable energy production and sustainable waste management.
11.4 Key Demand Drivers: Waste to Energy Sector in India
Some of the Key demand drivers: 24F24F24
•India generates ~62 million tons of MSW annually, with only 20% properly processed.
Rapid Urbanization &
Growing Waste
•By 2030, MSW generation will double, pushing urban bodies to adopt WtE for landfill
Generation
reduction.
•With growing power demand, WtE provides a renewable alternative to reduce fossil fuel
Rising Energy Demand & dependency.
Power Shortages
•WtE supports decentralized energy generation, ensuring stable power supply in cities.
•Programs like Swachh Bharat Mission and National Bio-Energy Mission promote WtE
Supportive Government adoption.
Policies & Incentives
• MNRE provides subsidies, tax benefits, and PPP models to attract private investments.
•WtE reduces methane emissions from landfills and minimizes air, water, and soil pollution.
Environmental & Climate
Concerns • It aligns with India’s Net Zero 2070 target by supporting cleaner waste management
solutions.
Future Outlook: India has an estimated WtE potential of 5,690 MW, but only 620 MW is currently installed.
With growing waste volumes, increasing energy demand, and strong government backing, the sector is set for
significant expansion in the coming years.
11.5 Regulatory Landscape Governing Waste to Energy Landscape in India
24 https://swachhbharatmission.ddws.gov.in/, https://mnre.gov.in/en/
287India's waste-to-energy (WtE) sector operates within a comprehensive regulatory framework designed to promote
sustainable waste management and energy recovery. In India, the regulatory landscape governing waste-to-energy
is primarily managed by the Ministry of New and Renewable Energy (MNRE).
MNRE promotes waste-to-energy technologies by offering incentives and financial support, while also being
guided by the broader environmental regulations set by the Ministry of Environment, Forest and Climate Change
(MoEFCC), including rules regarding waste management and emission standard.
Solid Waste Management (SWM) Rules, 2016 Established by the Ministry of Environment, Forest and
Climate Change, these rules mandate:
• Waste Segregation at Source: Households must separate waste into biodegradable, dry, and hazardous
categories.
• Utilization of Non-Recyclable Waste: Waste with a calorific value of 1,500 kcal/kg or higher should
be directed towards energy recovery processes, such as refuse-derived fuel (RDF) or co-processing in
cement or thermal power plants, rather than landfilling.
Waste to Energy Programme by the Ministry of New and Renewable Energy (MNRE): The MNRE promotes
various technologies for energy recovery from waste, including biogas, bio-CNG, and electricity generation from
municipal solid waste, agricultural residues, and industrial effluents. The program offers:
Central Financial Assistance (CFA): Financial incentives are provided based on project performance, with the
commissioning period set at 24 months for WtE plants.
Performance-Based Incentives: The percentage of eligible CFA is linked to the plant's Plant Load Factor (PLF),
encouraging efficient operations.
Guidelines for Implementation of Waste to Energy Programme (2021-2026): These guidelines outline the
framework for WtE project implementation, specifying eligible waste types, technological options, and financial
assistance mechanisms. They emphasize:
• Eligible Waste Streams: Municipal solid waste, refuse-derived fuel, and segregated combustible
fractions are identified as suitable for energy recovery.
• Technological Options: Technologies such as incineration, gasification, and pyrolysis are recommended
for processing waste into energy.
11.6 Insight on Major Waste to Energy Plants
Details of operational waste to energy plants:
Electricity
Sr. Conversion Additional
Plant Name Location Capacity Generated
No. Method Information
(MW)
Helps reduce
Ghazipur
Ghazipur, landfill burden and
1 Waste-to- Incineration 1,300 12
Delhi generates
Energy Plant
electricity.
Narela- Addresses Delhi's
Narela-
Bawana waste management
2 Bawana, Incineration 2,400 24
Waste-to- and supplies energy
Delhi
Energy Plant to the grid.
Reduces waste
Okhla Waste-
volume and landfill
3 to-Energy Okhla, Delhi Incineration 2,000 21
dependency in
Plant
Delhi.
Supports clean
Tehkhand energy initiatives
Tehkhand,
4 Waste-to- Incineration 2,000 20 and waste
Delhi
Energy Plant management in
Delhi.
288Electricity
Sr. Conversion Additional
Plant Name Location Capacity Generated
No. Method Information
(MW)
Part of the city’s
Hyderabad
Hyderabad, strategy to reduce
5 Waste-to- Incineration 2,000 20
Telangana landfill usage and
Energy Plant
generate power.
Helps manage
Pimpri-
Pimpri- waste in
Chinchwad
6 Chinchwad, Incineration 700 14 Maharashtra and
Waste-to-
Maharashtra reduces landfill
Energy Plant
stress.
Moving Forward
With waste-to-energy technology crucial for sustainable urban development, the government is focusing on
expanding such projects to manage municipal solid waste more effectively while contributing to the renewable
energy mix.
12. COMPETITIVE LANDSCAPE
The competitive landscape in India’s energy and oil & gas sector is influenced by several key factors, including
government policies, technological advancements, and the growing emphasis on renewable energy. These factors
are not only shaping the way energy is produced and consumed in India but are also creating a dynamic and
evolving environment for businesses operating in this sector. Companies in the energy and oil & gas space are
required to adapt quickly to these changing conditions to remain competitive.
In response to these dynamics, companies like Deep Industries, Anup Engineering, Sterling & Wilson, and
PatelsAirtemp are actively innovating in energy efficiency, renewable energy, and specialized manufacturing to
maintain their competitive position. Deep Industries Ltd. is focusing on natural gas compression, drilling, and
well testing services, while also investing in renewable energy projects. Anup Engineering Ltd., with its strong
presence in manufacturing heat exchangers and pressure vessels, continues to serve the energy sector with high-
quality, customized equipment solutions. Sterling & Wilson Renewable Energy Ltd. has expanded its offerings in
solar energy solutions, capitalizing on the country's growing solar power demand. Meanwhile, PatelsAirtemp has
focused on providing energy-efficient HVAC solutions for industrial and energy sectors, contributing to the
adoption of green technologies.
As India continues to emphasize sustainable growth, these companies must not only adapt to the global energy
shift but also meet the changing domestic demand trends. The energy sector in India is undergoing a
transformation, and companies that can navigate these changes by focusing on innovation, sustainability, and
regulatory compliance will be better positioned for long-term success. The future of India’s energy landscape will
likely see increased integration of renewable energy solutions, smart technologies, and green infrastructure,
pushing companies to continuously evolve and maintain their competitive advantage.
12.1 Analysis of Key Factors Shaping Competition in the Sector
• Government Policies: India's transition to renewable energy is driven by ambitious targets set in the National
Action Plan on Climate Change and various government initiatives like the International Solar Alliance.
While fossil fuels still play a significant role, the government encourages diversification and private sector
participation through policies like NELP and HELP. Price regulation and subsidies also influence the market
dynamics.
• Technological Advancements: Advancements in renewable energy technologies (solar, wind), smart grids,
and energy storage are driving competition. In the oil & gas sector, digitalization, automation, and
technologies like seismic imaging and fracking are improving efficiency and productivity, allowing for better
management of resources and reducing operational costs.
• Market Demand: India’s growing industrialization and urbanization lead to higher energy consumption. The
adoption of electric vehicles and government schemes like the Saubhagya Yojana are reshaping demand,
influencing both the traditional energy and renewable energy markets.
289• Environmental Concerns: There’s a strong push towards sustainability, with companies focusing on clean
energy solutions like solar, wind, and carbon capture technologies. Corporate social responsibility initiatives
are also a priority as companies strive to reduce their environmental impact.
• Global Energy Price Fluctuations: Volatile global oil prices, influenced by geopolitical tensions and shifts
in demand, impact India’s energy costs. These fluctuations affect profitability and can lead to inflationary
pressures in the economy.
• Intense Competition: The energy sector in India is highly competitive, with both domestic companies like
Reliance Industries, IOC, and NTPC, and international players like Shell and BP, vying for market share.
Additionally, renewable energy companies like ReNew Power and Adani Green are intensifying competition
in the green energy segment. Companies are responding by investing in R&D and forming strategic
partnerships.
12.2 Players Profiling
12.2.1 Deep Industries Ltd.
Company Overview
Founded: 2006
Headquarters: Ahmedabad
Locations: 42 Plants and 3 Offices Across India
Employee Count: 1,646
Deep Industries Ltd. operates primarily in the oil & gas and energy sectors, offering specialized services and
products related to drilling, well services, and industrial equipment. The company’s headquarters are located in
Ahmedabad, Gujarat, and it has manufacturing and service facilities in this region. These facilities support
operations for oilfield exploration and production, with the company also providing equipment for drilling rigs,
gas compressors, and other related services.The company has a solid presence in the upstream oil and gas segment
and focuses on improving operational efficiency through investments in technology and infrastructure. The
facilities are equipped with advanced machinery that ensures optimal productivity and safety in its operations.
Product/Services Offered:
• Upstream Services:
➢ Drilling and Workover Services:
o Slim Hole Coring Rig especially for CBM field, which can go up to depth of 1500 metre.
o Air Drilling Rig
o Onshore Workover Rigs of varied capacity (from 150 HP TO 1000 HP)
o Onshore Drilling Rigs of varied capacity (from 350 HP to 1500 HP)
o Casing retrieval
o Well stimulation
o Planning, designing and executing of well service programs for critical wells
o Rehabilitation of sick / abandoned oil and gas wells
o Multi zone completions.
o Fishing
o Milling
o P/O & R/I of Tubing’s
o Cement Plug Drilling
o Scrapping,
o Conversion to S/Rod Completion
o Logging & Perforation
o Coil Tubing
o Gas Lift Valve (GLV)
➢ Integrated Project management Services:
o Workover / Drilling / Coring Rig Services
290o Liner Hanger, Completion & Work over Services.
o Gas Compressors Services
o Air Compressor
o Mud Engineering Services
o Mud Logging Services
o Mud Logging Services
o Well Testing Services
o Operation and Maintenance of Services
o Cementing Services
o Hydro Fracturing & Coil Tubing
o Diesel Pumping Unit
o Laying Gas Pipelines
o Transportation of Equipment
o Crane Services
o Installation of Sucker Rod Pumps and Maintenance
o Steaming Unit Services
o Drilling Water Supply
o Accommodation Services
o Canteen Services
o Fuel Supply
o Diesel Tanker Supply
o Crude Tanker Supply
o Separators
• Midstream Services:
➢ Drilling and Workover Services:
o Well Head Compression
o Gas gathering
o Gas storage facilities
o Gas processing
o Pipeline Booster stations
o CNG
o Injection
o Gas lift
o Onshore / Offshore
o Pipeline testing / evacuation
o Air Injection
o Seismic air / Drilling air / Plant air
o Vapour / Flare Gas Recovery
➢ Gas Dehydration, Conditioning & Processing: Experienced EPC Services Provider and providing:
o FEED, Detailed Designing
o Installation & Commissioning Oil and Gas Conditioning & Processing
o Surface facilities
o Gas Processing Units
o Scrubbers, Nitrogen rejection system
o Gas Gathering Stations & Gas Collecting Stations
o Overground & underground Pipeline network
12.2.2 The Anup Engineering Ltd.
Company Overview
Founded: 1669
Headquarters: Ahmedabad
Locations: No of Plants- 2 (Kheda and Ahmedabad, Gujarat) and No of Offices- 3 in India
Presence: National (No. of States) 29 and International (No. of Countries) 34
291Employee Count: 750
Anup Engineering Ltd. is an established company in the Indian industrial sector, specializing in the manufacturing
of engineered products, particularly pressure vessels, heat exchangers, and related equipment. Founded in 1969,
the company has built a reputation for producing reliable products that meet industry standards. Anup Engineering
operates its manufacturing facility in Ahmedabad, Gujarat, where it designs and manufactures products for
industries such as oil & gas, chemical, petrochemical, and power generation.
The company offers a diverse range of products, including heat exchangers, pressure vessels, columns, reactors,
air coolers, and custom-built equipment. These products are designed to meet specific requirements of clients in
various industrial environments.
Anup Engineering focuses on research, development, and the use of advanced technologies to address market
needs. The company maintains a commitment to global quality standards to meet the varied demands of its clients.
Product/Services Offered:
• Static Process Equipment:
o Heat Exchanger E550
o Reactors
o Pressure Vessels
o Columns & Towers
o Custom Fabrication
• Technology Products:
o Helix changer
o EMBaffle Heat Exchanger
o Polymerization Reactor
• Engineering Services:
o Thermal & Hydraulic Design (Preliminary)
o Thermal & Hydraulic Design (Detailed)
o Flow-induced Vibration Analysis (X-vib)
o Mechanical Design (Concise)
o Mechanical Design (Detailed)
o FEA Analysis of process equipment/structural
o Fatigue Analysis (Thermal Transient & Cyclic Loading)
o 3-D Modelling
o Drawing- General arrangement
o Drawing- Detailed manufacturing
12.2.3 Patels Airtemp (India) Ltd.
Company Overview
Founded: 1973
Headquarters: Ahmedabad, Gujarat, India
Locations: Plant (Rakanpur Works 1 and Dudhai Works 2) and No of Offices- 3
Employee Count: 187
Patels Airtemp (India) Ltd. is a manufacturer and supplier of HVAC (Heating, Ventilation, and Air Conditioning)
solutions and industrial air conditioning products. Founded in 1983, the company is based in Ahmedabad, Gujarat.
Patels Airtemp provides a range of products and services, including custom-designed HVAC systems, air
conditioning systems for various industries, and related equipment.
The company focuses on designing, manufacturing, and servicing air conditioning and refrigeration systems for
sectors such as oil and gas, healthcare, hospitality, and commercial industries. Its products include precision air
conditioning, central air conditioning, and HVAC systems tailored to meet specific client needs.
With a manufacturing infrastructure and a skilled team, Patels Airtemp is known for offering reliable and energy-
efficient products.
The company also provides end-to-end solutions, including installation, maintenance, and after-sales support.
Patels Airtemp works to integrate advanced technologies into its products and services while ensuring compliance
with industry standards and environmental guidelines. The company has expanded its presence in both domestic
and international markets, contributing to various projects.
292Key Customers: CPCL, NRL, HP
Product/Services Offered:
o Heat Exchangers
o Air Cooled Condensers
o Pressure Vessels
o Ambient Air Vaporizers
o Steam Coil Air Pre-heaters & Heaters
o Ambient Air Heater
12.2.4 Lloyds Engineering Works Ltd
Company Profile: Lloyds Engineering Works Ltd is an engineering company that specializes in providing a
range of services in the field of mechanical and electrical engineering. The company offers solutions for the
construction, installation, and maintenance of industrial plants, machinery, and equipment. It serves various
industries, including oil and gas, power, infrastructure, and manufacturing, with a focus on delivering quality
services through a skilled workforce and technical expertise. Lloyds Engineering Works Ltd is involved in both
domestic and international projects, managing each phase from design to execution while ensuring compliance
with industry standards.
EPC Services Offered to the Energy Sector:
Engineering Services:
➢ Front-End Engineering Design (FEED): Detailed design and planning for energy, oil, and gas
infrastructure, ensuring feasibility and cost optimization.
➢ Detailed Engineering: Comprehensive engineering design for mechanical, electrical, and
instrumentation systems in oil & gas and energy sectors.
➢ System Integration: Integration of complex systems for automation, control, and monitoring to optimize
operational efficiency.
Procurement Services:
➢ Material Procurement: Sourcing and procuring high-quality materials such as pipelines, valves, pumps,
compressors, and electrical components.
➢ Equipment Supply: Providing critical equipment for oil & gas facilities, refineries, and energy plants.
➢ Vendor Management: Managing relationships with suppliers and ensuring timely delivery of quality
materials and equipment.
Construction and Installation:
➢ Pipeline Installation: Design and installation of pipelines for oil, gas, and water transport systems,
including laying, welding, and testing.
➢ Tank and Vessel Construction: Installation of storage tanks, pressure vessels, and other storage
solutions for oil and gas storage and refining.
➢ Mechanical & Electrical Installation: Installation of mechanical and electrical systems, including
power distribution, instrumentation, and control systems.
➢ Civil and Structural Works: Foundation works, building structures, and site development for energy
and oil & gas plants.
Turnkey Project Execution:
➢ Complete Project Management: Handling the entire lifecycle of EPC projects, from planning and
design to procurement, construction, and commissioning.
➢ Customized Solutions: Tailoring project execution to meet client-specific requirements and operational
needs.
Products Offered:
➢ Processed Columns
➢ Pressure Vessels/Reactors
➢ Heat Exchanger
➢ Waste Heat Recovery Boilers
➢ Skid Mounted Dryers for Air, Liquid and Gas
➢ Steel Plant Equipment & Machinery
293➢ Steering Geers & Stabilizers
Clients:
GAIL BPCL CPCL EIL
EUROPEM Haldia Petrochemical HPCL IOCL
Nayra Energy Petrofac Petron Engineering Reliance Industries Ltd.
South Asia LPG TechnipFMC Total Energies Ratnagiri Gas and Power
Company Pvt. Ltd. Pvt Ltd.
Financial KPI (Selected KPI Indicators for Profiled Players, for the Last 3 Years)
All Values In Oswal Energies Limited
Anup Engineering Deep Industries Ltd
Million
FY FY FY FY FY FY FY FY FY
2023 2024 2025 2023 2024 2025 2023 2024 2025
1604.3 2626.8 4126.6 4125.8 5594.4 7379.2 3525.8 4626.2 6084.5
Total Income
0 7 0 0 0 0 5 5 8
Revenue from 1600.1 2560.3 4108.7 4113.3 5503.8 7327.8 3413.3 4269.9 5761.3
Operations 2 7 4 8 4 6 6 3 0
Operating Revenue 77.64 60.01 60.47 42.71 33.80 33.14 25.09 34.93
6.13%
Growth % % % % % % % %
1267.5 1652.2 1305.4 1594.0 2314.6
EBITDA 97.82 373.79 909.51 827.05
1 4 6 0 6
14.60 22.14 20.10 23.03 22.55 38.25 37.33 40.18
EBITDA Margin 6.11%
% % % % % % % %
1092.8 1414.0 1009.4 1250.3 1902.9
EBIT 85.45 352.22 884.56 701.64
6 5 6 1 4
13.76 21.53 17.06 19.86 19.30 29.57 29.28 33.03
EBIT Margin 5.34%
% % % % % % % %
1034.7 1183.0 1252.9 1251.5 -
PAT 53.40 300.77 657.95 514.30
5 3 9 9 787.62
-
11.45 15.94 12.47 18.50 16.03 35.54 27.05
PAT Margin 3.33% 12.94
% % % % % % %
%
Return on Capital 22.61 63.90 82.42 16.21 21.43 23.78 10.49
7.76% 8.22%
Employed % % % % % % %
22.11 71.81 73.27 12.38 21.42 20.75 10.02
Return on Equity 8.90% -4.83%
% % % % % % %
Total Asset Turnover
1.55 1.54 1.52 0.70 0.76 0.84 0.24 0.24 0.24
Ratio
Fixed Asset Turnover
20.94 22.33 34.04 1.64 1.83 2.20 0.60 0.59 0.43
Ratio
Net Working Capital
97 49 115 210 196 203 197 225 271
Days
1030.6 1540.9
Net Debt -9.10 71.55 147.83 17.44 -20.01 137.60 270.76
7 9
294All Values In Oswal Energies Limited
Anup Engineering Deep Industries Ltd
Million
Net Debt to EBITDA -0.09 0.19 0.16 0.02 -0.02 0.08 0.21 0.64 0.67
Net Debt to Equity -0.03 0.13 0.12 0.00 0.00 0.02 0.02 0.07 0.08
2487.9 4898.1 8341.5 5300.0 8542.0 7700.0 10,000. 12100. 29,600.
Order Book Value
0 0 0 0 0 0 00 00 00
Lloyds Engineering Works
All Values In Million Patels Airtemp (India) Ltd.
Limited
FY 2023 FY 2024 FY 2025 FY 2023 FY 2024 FY 2025
Total Income 2828.04 3728.82 3893.66 3184.06 6316.76 8699.00
Revenue from Operations 2814.79 3707.62 3878.16 3126.10 6242.36 8457.41
Operating Revenue Growth -7.17% 31.72% 4.60% 524.01% 99.69% 35.48%
EBITDA 310.70 350.13 355.88 522.47 1009.97 1351.72
EBITDA Margin 10.72% 9.44% 9.18% 16.71% 16.18% 15.98%
EBIT 260.61 309.49 316.65 498.65 969.51 1255.10
EBIT Margin 9.26% 8.35% 8.16% 15.95% 15.53% 14.84%
PAT 111.69 147.61 165.10 368.23 798.38 1080.03
PAT Margin 3.95% 3.96% 4.24% 11.56% 12.64% 12.42%
Return on Capital Employed 12.30% 13.44% 13.12% 25.19% 27.17% 21.30%
Return on Equity 9.30% 10.84% 11.00% 22.28% 26.32% 20.39%
Total Asset Turnover Ratio 0.87 1.01 1.14 1.11 1.33 1.08
Fixed Asset Turnover Ratio 6.09 8.15 8.75 8.37 8.60 6.66
Net Working Capital Days 268 233 228 145 127 111
Net Debt 843.43 881.01 623.53 383.25 -644.08 -775.87
Net Debt to EBITDA 2.80 2.51 1.75 0.73 -0.64 -0.57
Net Debt to Equity 0.65 0.62 0.40 0.20 -0.16 -0.12
4900.00 3120.00
Order Book value NA 6829.42 9043.19 13153.80
(Till Aug) (Till Aug)
Note: For Anup Engineering and Lloyds Engineering Works Limited, standalone financial statements are
considered, while for all other companies, consolidated statements are used.
However, Anup Engineering has consolidated figures available for FY 2022, FY 2023, and FY 2025 these have
been used accordingly. For FY 2024, only standalone figures are used, as consolidated data is not available for
that year and for Lloyds Engineering Works Limited for FY 2025, consolidated figures are considered.
Parameter Formula
1 Total Revenue Total Income includes Revenue from Operations and Other income.
295Parameter Formula
2 Revenue From Operations Revenue from operations means the revenue from operations as
appearing in the restated statement of profit & loss for the relevant
year/period.
3 EBITDA PBT + Finance Cost + Depreciation
4 EBITDA Margin EBITDA/Revenue from Operations
5 PAT Margin PAT / Revenue from operation + Other Income
6 Return on Capital EBIT/Average Capital Employed
Employed
7 Return on Equity PAT/Average Total Capital Employed
8 Total Asset Turnover Ratio Revenue from Operations/Average Total Asset
9 Fixed Asset Turnover Ratio Revenue from Operations/Average Fixed Asset
10 Net Working Capital Days Inventory Days +Receivable Days-Payable Days
11 Net Debt Short Term Borrowing +Long Term Borrowing-Cash and Cash
Equivalent-Bank Balance Other than Cash and Cash Equivalent
12 Net Debt to EBITDA EBITDA/Net Debt
13 Net Debt to Equity Shareholder Equity/Net Debt
12.4 Oswal Energies Limited
Company Overview
Founded: 2013
Headquarter: Ahmedabad, Gujarat
Locations: Plant-Ola, Gujrat, No of Offices- 1, Projects in 2 countries
Presence: PAN India and International (No. of Countries) 9
Employee Count: 205-300
Oswal Energies Limited (formerly Oswal Infrastructure Limited), incorporated on January 28, 2013, is a public
limited company headquartered in Ahmedabad, Gujarat, India. The company specializes in providing
Engineering, Procurement, and Construction (EPC) services, primarily within the upstream and midstream
segments of the hydrocarbon industry. Over the years, Oswal has developed a strong execution track record
through various critical projects in the oil and gas sector, including well hook-ups and the development of new
well pads in fields such as Mangala, Aishwarya, and Bhagyam. It has also executed central processing facilities
at Bhaskar Field and Raag-01, as well as produced water treatment and injection facilities at Raag-03. In the
midstream space, the company has laid cross-country pipelines and contributed to city gas distribution projects
for clients like Gujarat Gas Limited and Sabarmati Gas Limited.
The company operates in a competitive landscape and faces competition from several established players in the
oil and gas EPC segment, including Anup Engineering, Deep Industries Ltd, Patels Airtemp (India) Ltd., Lloyds
Engineering Works Limited, among others. These companies also offer comparable EPC and process equipment
solutions across similar segments, with capabilities in modular fabrication, gas processing, and midstream
infrastructure. While the competitive intensity is notable, Oswal differentiates itself through its integrated project
delivery model, agile execution approach, and growing expertise in both brownfield and greenfield projects across
diversified geographies.
Building on its technical capabilities and proven project delivery expertise, Oswal Energies is now strategically
diversifying into emerging areas of the energy sector. This includes ventures into hydrogen production, waste-to-
energy solutions, thermal energy storage systems, and modular process units for refinery and petrochemical
296applications. These initiatives reflect the company’s commitment to innovation and its alignment with global
energy transition goals.
Oswal is also leveraging favourable government policies and strong public sector support, particularly in areas
such as renewable and green energy. With national priorities shifting toward decarbonization and energy
diversification, opportunities in green hydrogen and waste-to-energy projects driven by circular economy
principles are gaining significant policy and investment momentum. By proactively aligning its strategy with these
developments, Oswal Energies aims to establish itself as a key player in India’s clean energy transformation. Its
focus on sustainable infrastructure and advanced energy solutions positions the company to deliver integrated
EPC services across both conventional and next-generation energy domains.
Key Customers: ExxonMobil, ONGC, Cairn India, Reliance, BPCL, and IOCL
Product/Services Offered:
➢ Oil / gas pipeline: Oswal Energies Limited provides contracting services for Oil & Gas and City Gas
Distribution network projects, ensuring smooth execution. Their pipeline project services include conceptual
planning, feasibility studies, route surveys, telecommunications, and project management, covering design,
engineering, procurement, and construction supervision.
➢ Glycol Dehydration Unit: They offer Dehydration Units of various capacities to meet client requirements,
including modular units. Certain liquids can absorb water from gas, but only a few are suitable for commercial
processes.
➢ Clean Energy: Using Plasma Enhanced Gasification System (PEGS) technology, they convert various waste
streams into energy products such as power, methanol, ethanol, and hydrogen. This process handles
municipal, industrial, biomedical, and hazardous wastes without generating landfill waste or pollution.
Key Strengths:
➢ Develops green hydrogen through electrolysis using renewable energy sources such as wind and solar. This
process splits water molecules to produce hydrogen and oxygen.
➢ The company has a presence in multiple countries, including Canada, the USA, Nigeria, Egypt, Italy, Oman,
Qatar, the UAE, and the Netherlands. Engages in projects and partnerships across these regions.
➢ Works on waste-to-energy projects by converting different waste streams into energy products. This process
helps manage waste while generating resources like power, methanol, ethanol, and hydrogen.
➢ The company uses advanced systems for oil and gas processing, modular process skids, and industrial
applications.
Value Chain Analysis: Oswal Energies Limited
Current Business Future Business No Business
Non-Renewable Energy Segment (Current Business): Oswal Energies Limited operates in the non-renewable
energy sector, with a strategic focus on the exploration, production, transportation, and processing of oil and
natural gas. In the upstream segment, the company engages in onshore extraction activities, beginning with
geological surveys and extending to the drilling of wells. It develops essential surface infrastructure such as
wellheads, separators, and gathering pipelines to facilitate efficient resource extraction. Oswal emphasizes the
297deployment of quick production facilities, enabling accelerated recovery from oil fields and reduced time-to-
market.
In the midstream segment, Oswal Energies invests in a robust network of pipelines and storage systems to
ensure the safe and efficient transportation of crude oil and natural gas. This includes the development of natural
gas processing plants, where impurities are removed and natural gas liquids are separated from raw gas,
enhancing fuel quality and commercial value. Through the integration of advanced technologies and
environmentally compliant infrastructure, the company ensures cost-effective, reliable, and scalable delivery of
energy resources across domestic and regional markets.
Renewable Energy Segment (Future Business): Oswal Energies Limited is focusing on renewable energy for
its future business, with key investments in green hydrogen, carbon capture, utilization and storage (CCUS), and
refinery waste-to-energy technologies. The company aims to produce green hydrogen through electrolysis using
renewable energy, develop efficient storage and transport solutions, and explore its diverse applications in power,
transportation, and industry. In CCUS, Oswal Energies is working on capturing CO2 emissions, utilizing them in
products like chemicals, and ensuring secure storage to mitigate climate change.
Additionally, the company is exploring refinery waste-to-energy solutions, including incineration, pyrolysis, and
waste-to-power production, to reduce waste and generate clean energy. These initiatives support Oswal Energies'
commitment to sustainability and a low-carbon future.
Financial overview
Oswal Energies Limited
FY 2022 FY 2023 FY 2024 FY 2025
(₹ in million)
Operating Revenue 929.90 1,604.30 2,626.87 4,126.6
Finance Cost 10.66 15.23 19.00 16.89
EBITDA 41.71 97.83 373.79 909.51
PAT 42.58 54.40 300.77 657.95
Net Worth 214.20 268.65 569.05 1,227.00
Long Term Borrowing 2.27 4.00 0.00 4.40
Return on Assets 105.76% 71.14% 262.33% 545.02%
Expertise in EPC for Oil & Gas Sector
Oswal Energies Limited has demonstrated its engineering and execution capabilities in the Oil & Gas sector by
delivering complex EPC projects across upstream and midstream operations. With a strong presence across key
hydrocarbon basins in India, the company has undertaken multi-disciplinary EPC assignments involving well
hook-ups, surface facility development, and produced water management systems. Over recent years, Oswal has
successfully executed integrated projects that involved the end-to-end development of production facilities from
procurement and installation to testing, commissioning, and start-up under Live Site and brownfield conditions.
These projects, awarded between 2021 and 2024, reflect the company’s ability to work under stringent safety,
quality, and environmental standards while ensuring adherence to aggressive timelines.
The company applies a comprehensive project execution model that encompasses detailed engineering,
procurement, logistics, health and safety compliance, and quality control. Its ability to deploy resources efficiently
in challenging terrains has enabled successful delivery of projects that include high-pressure systems, modular
dehydration facilities, separation units, and water reinjection infrastructure.
Each project has been executed while maintaining process continuity and minimizing downtime for the client.
With a structured approach to automation, modular engineering, and integration of instrumentation systems,
Oswal Energies continues to meet the technical and timeline requirements of its clients. Its experience in
brownfield modification, rapid deployment strategies, and adherence to industry norms supports its role in
delivering scalable oil and gas infrastructure solutions.
Key EPC Projects Executed by Oswal Energies Limited:
Sr. Contract
Client Project Type Scope of Work Location Status
No. Date
A. EPC PROJECTS - OIL & GAS
298Sr. Contract
Client Project Type Scope of Work Location Status
No. Date
RFSU, Project
Management,
Construction
Management,
Logistic
Management,
Site
Management,
stakeholder
Procurement management,
and HSE and Quality
Vedanta construction of Management etc.
Barmer,
Limited well hook-up and making 13-05-
1 Rajasthan, ONGOING
(Division Cairn and surface wells ready to 2024
India
Oil & Gas) facility flow including
infrastructure execution of
development applicable hook-
ups & tie-ins
with the existing
& proposed
facilities
complete in all
respects in
accordance with
ITT document
and Contract.
Acid
Neutralisation
Package on
MWP-01 and
MWP-19, LSF
Oil water
Provision of Separation
EPC Works upgradation and
for Integrated integration
Vedanta Surface (MWP-01 and
Limited Facility MWP-12), LSF Gurugram, 16-01-
2 ONGOING
(Division Cairn Development - Produced Water Haryana, India 2024
Oil & Gas) MWP 1 & 19 Treatment
Project (Phase upgradation and
2-LSF ASP Integration on
Upgradation) MWP-01 and
MWP-12,
Associated
utilities and
infrastructure on
MWP-01, MWP-
12 and W19.
It is proposed to
develop and
Provision of
hookup new
EPC Service
Vedanta infill wells from
for well
Limited existing well Gurugram, 10-02-
3 hookup at ONGOING
(Division Cairn pads 3 (Three) Haryana, India 2024
RDG Field to
Oil & Gas) New Wells at
support mining
Pad RP-05. 2
operation
New wells at Pad
Rp-07. Supply
299Sr. Contract
Client Project Type Scope of Work Location Status
No. Date
and Installation
of operating
platforms with
Staircases, cellar
pits coves for
new and existing
cellar pits.
Supply,
Creation of installation,
Surface Testing and
Facilities for Commissioning
High Pressure of Packaged
Oil & Natural Air Injection Items, Tanks
Ahmedabad, 24-08-
4 Gas Corporation (HPAI) at Vessels, Pits, ONGOING
Gujrat, India 2023
Ltd. NAWAGAM Pumps, Material
of Ahmedabad Handling and
asset on LSTK Safety Systems,
basis with 3 Electrical and
months O&M Instrumentation
and Civil Works.
Provision of well
Development
hook-up services
Vedanta Of Surface
for ABH 11
Limited Facility And Gurugram, 24-03-
5 wells at ONGOING
(Division Cairn Well Hook Up Haryana, India 2023
Aiswharya Field
Oil & Gas) Services For
in Barmer,
Abh 11
Rajasthan.
Replacement Replacement Of
of Cold Box Cold Box For
for LPG-1 & Lpg-1 & Lpg-Ii
LPG- units and Units And
Uran, Dist.
Oil and Natural Brazed Brazed
Raigad, 15-05-
6 Gas Corporation Aluminium Aluminium Plate 2025
Maharashtra, 2023
Ltd. Plate-Fin Heat Find Heat
India
Exchanger Exchanger
(BAHX) E- (Bahx) E-1511b
1511B of C2- Of C2-C3 On
C3 Lstk Basis.
Provision of
Surface facilities
Surface for RAAG-01,
Facility Work RAAG 03 and
for Integrated GSV fields in
Field Plan Satellite fields
Execution including
Services in Design,
Satellite Fields Engineering,
Halliburton Barmer,
in RJ-ON-90/1 Manufacturing, 25-10-
7 Offshore Rajasthan, 2023
Block, Supply 2021
Services Inc. India
Barmer, Installation and
Rajasthan Commissioning
(End Client- work comprising
Vedanta Civil
Limited-Div. Mechanical,
Cairn Oil and Electrical,
Gas) Instrumentation
& Automation
work.
300Sr. Contract
Client Project Type Scope of Work Location Status
No. Date
Supply,
Provision of
installation,
Integrated
Testing and
Development
Commissioning
Surface
including Civil,
Vedanta Facility Works
Mechanical,
Limited (Div. at Mangala Gurgaon, 14-11-
8 Electrical, 2023
Cairn Oil And Fields in RJ- Haryana, India 2021
Instrumentation
Gas) ON-90/1
and Automation
Block,
work for 14
Barmer,
Producer well
Rajasthan,
and 9 Injector
India
Well Hook-up.
Design,
Engineering,
Supply,
Provision of
installation,
Well Hook-up
Testing and
Services for
Commissioning
Vedanta RDG Field
including Civil,
Limited (Div. Within RJ- Gurgaon, 19-07-
9 Mechanical, 2022
Cairn Oil And ON-90/1 Haryana, India 2021
Electrical,
Gas) Block to
Instrumentation
Support the
and Automation
Petroleum
work for 3
Operations.
Producer well
Hook-ups in
RDG fields.
Laying of
Collector
Pipeline (6" x
18.133 km) and
Export Pipeline
(6" x 10.56 km)
with hook-up of
7 nos. Producing
well hook up
along with
Central
Sun Design,
Processing Khambhat, 16-01-
10 Petrochemicals Engineering, 2021
Facility Gujrat, India 2020
Pvt. Ltd. Manufacturing,
Bhaskar Field
Supply,
Installation and
Commissioning
of different
process
equipment and
Package for
Central
processing
facilities.
B. EPC PROJECTS - CROSS COUNTRY PIPELINE
Bharat City Gas Laying &
Petroleum Distribution at Construction of
Jajpur &
Corporation Geographical underground 23-12-
1 Kendujhar, ONGOING
Limited Area of Jajpur steel pipeline 2021
Odisha, India
(Merged With & Kendujhar network &
Bgrl) in the state of associated works
301Sr. Contract
Client Project Type Scope of Work Location Status
No. Date
Odisha For at Jajpur &
M/S BGRL Kendujjhar GA
(Odisha)
12"/10"/4" NB
Dia Pipeline X
34 KM.
Laying, Testing
and
Commissioning
of steel pipeline
City Gas construction and Thane,
Gujrat Gas 06-08-
2 Distribution associated work Maharashtra, 2020
Limited 2018
Project for palghar India
district and
Thane rural GA
(approx length
50 km).
C. EPC PROJECTS - OTHER THAN OIL & GAS INDUSTRY
FTP Pot-line &
FTP (Potline
Bake-Oven Civil
& Bake Oven)
Services and
Bharat Civil Services
Mechanical Korba,
Aluminium and 12-05-
1 Erection work Chhattisgarh, ONGOING
Company Mechanical 2023
for 414 KTPA India
Limited erection
Smelter
contact
Expansion
package
Project.
High Entry Barriers for Mid-Sized EPC:
Capital
Intensity and
High Initial
Investment
Limited Competitio
Access to n from
Major Established
Contracts Players
High
Entry
Barriers
Cost Access to
Overruns, Skilled Labor
Scope and
Creep, and Experienced
Disputes Workforce
➢ Capital Intensity and High Initial Investment: The oil and gas sector demand significant upfront capital
investment for infrastructure, machinery, and project execution. Mid-sized EPC companies may struggle to
raise the necessary funds to compete with large, well-established players who have deep pockets. Companies
like Larsen & Toubro and BHEL dominate large-scale projects due to their financial strength. For instance,
L&T’s involvement in the Cochin Refinery Expansion Project (Rs. 5,000 crores) required substantial
financial resources, making it difficult for smaller players to secure similar large-scale projects.
➢ Competition from Established Players: Large, well-established EPC companies dominate the market and
are preferred by major oil and gas operators due to their proven expertise, financial stability, and capacity to
302handle large projects. Mid-sized EPC firms face fierce competition from these dominant players, making it
hard to win significant contracts. TechnipFMC, Larsen & Toubro, and Saipem dominate major oil and gas
infrastructure projects like the Reliance Jamnagar Refinery and ONGC’s Krishna Godavari Basin. Smaller
firms may find it difficult to compete in such large-scale project bids due to the strong brand presence and
extensive resources of these established players.
➢ Access to Skilled Labor and Experienced Workforce: The oil and gas industry requires a highly skilled
workforce, including engineers, technicians, and project managers with specific expertise in offshore drilling,
pipeline construction, and refinery operations. Large EPC firms typically have access to a pool of trained
professionals, while mid-sized companies may face difficulty recruiting and retaining such talent. Companies
like Petrofac and Jacobs Engineering benefit from a global network of skilled personnel who can deploy for
specialized tasks such as offshore platform construction or pipeline welding. Mid-sized EPCs may face
challenges in sourcing experienced professionals, limiting their ability to deliver high-quality work on
complex projects.
➢ Limited Access to Major Contracts: Large-scale projects in oil and gas, such as refineries, petrochemical
plants, or offshore platforms, are typically awarded to the top-tier EPC contractors due to their proven track
record and financial stability. Mid-sized EPCs find it challenging to gain access to these large contracts,
especially in competitive bidding environments. Major oil and gas projects like the ONGC KG Basin
Development or BPCL Kochi Refinery are awarded to large, experienced contractors. Smaller firms often
miss out on these opportunities due to their inability to meet the scale and scope of such projects.
➢ Cost Overruns, Scope Creep, and Disputes: Mid-size EPC companies face significant challenges in
managing cost overruns due to incomplete project scopes during the FEED stage, aggressive L1 bidding, and
unexpected change orders during project execution. The involvement of multiple stakeholders increases the
potential for disputes, making effective dispute resolution and securing long-term funding crucial for
successful project delivery.
➢ Changing Government Regulations and Policies: The Indian oil and gas sector is heavily regulated by
multiple agencies, including the Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of
Civil Aviation (DGCA), and various environmental bodies. Mid-sized EPC companies may struggle to
navigate these complex regulations, obtain permits, and ensure compliance, especially in projects involving
sensitive environmental concerns. The ONGC Mumbai High Field Redevelopment Project required strict
adherence to environmental and regulatory guidelines, as well as approvals from multiple government
agencies. Companies like L&T, with their extensive experience, have dedicated legal and compliance teams
to manage such approvals, whereas smaller EPC firms may find this process cumbersome and time-
consuming.
Significant Difficulties in Switching Vendors in Oil & Gas EPC Industry:
303•The costs associated with switching vendors in the EPC industry can be
substantial, involving not just financial resources but also significant time, effort,
and administrative work. These costs may include re-negotiating contracts,
settingupnewlogistics,retrainingpersonnel,andevenpotentialdelaysinproject
High Switching Cost of
execution.Thiscanbeespeciallyburdensomeforlarge, complexprojects.
Changing Vendors
Example: If a vendor is responsible for supplying specialized equipment or
materials, such as pipelines or compressors, switching to a new vendor may
require re-sourcing or re-designing certain aspects of the project, resulting in
delays andadditionalcosts.
•Oil & gas projects typically involve long-term relationships between EPC
contractors and vendors. Trust and reliability are built over years of
Long-Term collaboration, which can make switching vendors challenging. Vendors with an
Relationships and Trust established track record are often preferred due to their familiarity with the
specific requirements of the project. Switching to a new vendor may introduce
risksrelated tothequalityofwork,timelines,andpotentialdelays
•Different vendors often use distinct methodologies, technologies, and systems
for project execution. Compatibility issues can arise when trying to integrate a
new vendor into an existing project, especially in terms of software, project
management systems, or quality control processes. Mismatched systems and
Compatibility with
processes can lead to inefficiencies, errors, or delays. There may also be
Existing Systems and
additional effort required for the new vendor to get up to speed with the
Processes
existingsystemsinplace, suchasprocurementorsupplychainmanagement.
•In a large oil refinery project, a vendor who is deeply integrated into the supply
chain and project management system may be difficult to replace without
creatingdisruptionsintheworkfloworcomplicating coordination acrossteams.
•Switching vendors often involves complex legal and contractual issues, especially
when long-term contracts are involved. These agreements typically include
clauses related to penalties for early termination, exclusivity, and performance
Contractual and Legal
guarantees. Legal hurdles such as renegotiating terms, paying penalties, or
Challenges
resolving disputes can add significant complexity to switching vendors.
Additionally, switching may lead to legal challenges if a vendor claims breach of
contractornon-compliance
304OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read the section entitled
“Forward-Looking Statements” on page 23 for a discussion of the risks and uncertainties related to those
statements and also the sections entitled “Risk Factors”, “Industry Overview”, “Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 40, 148,
372 and 447, respectively, as well as financial and other information contained in this Draft Red Herring
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.
Unless the context otherwise requires, references in this section to “our Company”, “we”, “us”, or “our” are to
Our financial or fiscal year ends on March 31 of each calendar 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 Draft Red Herring Prospectus. For further information, see “Restated Financial
Information” on page 372.
We have also included various operational and financial performance indicators in this Draft Red Herring
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.
Unless otherwise indicated, the industry-related information contained in this section is derived from a report
titled “Energy Landscape in India: Oil & Gas Infrastructure in India” dated July, 2025, prepared by D&B, 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 data included
herein includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of
presentation. 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.oswalenergies.com.
Overview
We are an integrated engineering, procurement and construction (“EPC”) company and manufacturer of process
equipment and packages, providing concept to commissioning solution as a one stop solution provider, with over
years of experience, a global presence and the capabilities to deliver integrated engineering, project management,
design, procurement, construction and manufacturing solutions to a diverse range of industries in energy segment,
including oil and gas, power and petrochemicals.
Our business operations are organized into two (2) primary divisions: (i) Project Division; and (ii) Heavy
Engineering Division. Under the Project Division, we carry out EPC services tailored to meet the unique needs of
our clients, and our expertise lies in surface facilities, early production facilities, steel pipelines network, gas
processing plants, and cross-country pipelines. Under the Heavy Engineering Division, we manufacture and
supply heavy equipment and products, namely process equipment, process skids and process packages. Set out in
the table below are the breakdown of our revenue from operations by divisions for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Division % of total % of total % of total
revenue from revenue from revenue from
₹ million ₹ million ₹ million
operations operations operations (in
(in %) (in %) %)
Project Division 2,971.48 72.32 1,604.56 62.67 1,370.98 85.68
Heavy Engineering
1,137.26 27.68 955.81 37.33 229.14 14.32
Division
Total 4108.74 100.00 2,560.37 100.00 1,600.12 100.00
Most of the EPC projects we executed for clients in the oil and gas industry, in the upstream segment and are of
value ranging from ₹500 million to ₹1,500 million. In the Heavy Engineering Division, our orders ranged from
305₹100 million to ₹1,000 million.
We have one (1) manufacturing facility located in Gandhinagar in the state of Gujarat in India (the
“Manufacturing Facility”). Our Company is committed to quality and safety, and we have ISO 9001:2015, ISO
45001:2018 and ISO 14001-2015 certifications, ensuring adherence to the highest standards. We also maintain
ASME “U” and “U2” stamps for our Manufacturing Facility. Our Manufacturing Facility has an installed capacity
of 2000 MT, 2000 MT, and 2000 MT for Fiscal 2025, Fiscal 2024, and Fiscal 2023 respectively.
In Fiscal 2025, Fiscal 2024, and Fiscal 2023, we (i) provided EPC services to customers in India under our Project
Division and (ii) supplied our products to customers in India and overseas, specifically in UAE, under our Heavy
Engineering Division. Under the Project Division, we provide EPC services as a one-stop service provider to our
customers in India, which are tailored to meet the unique needs of our clients. Our expertise lies in surface
facilities, early production facilities, steel pipelines network, gas processing plants, and cross-country pipelines.
In the past, under the Heavy Engineering Division, we have also exported our products and services to 9 countries,
namely the United States of America, Spain, Italy, Kazakhstan, UAE, Singapore, Malaysia, Nigeria, and South
Korea. Set out in the table below are the breakdown of our revenue from operations by geographic segments for
the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total
% of total
Particulars revenue revenue
revenue from
₹ million from ₹ million from ₹ million
operations (in
operations operations
%)
(in %) (in %)
Domestic Sales 3,431.20 83.51 2,143.95 83.74 1,600.12 100.00
Export Sales 677.54 16.49 416.41 16.26 - -
Total 4,108.74 100.00 2,560.37 100.00 1,600.12 100.00
Over decades of our operations, we have developed strong relationships with our customers, including global
companies such as Frontier Petroleum Services LLC, and Indian companies such as Vedanta Limited, Synergia
Energy Limited, Sun Petrochemicals Private Limited, Thermax Limited, Fives India Engineering & Projects
Private Limited, and Koerting Engineering Private Limited.
Our individual Promoters, Ratan Babulal Bokadia and Jayant Babulal Bokadia have been associated with our
Company since 2013 and Dixit Jitendra Bokadia has been associated with our Company since 2018. Our
Promoters have an average of over 16 years of experience in the oil and gas sector especially in engineering
procurement and construction projects. Each of our Senior Management Personnel has an experience of more than
15 years and possesses significant business and management expertise. As of March 31, 2025, our Company has
285 employees, of which 90 are qualified engineers. We believe that the combination of our experienced
Promoters, management team and skilled employees position us well to capitalize on future growth opportunities.
Since the commencement of Fiscal 2023, we have executed 5 EPC projects under our Project Division, quantifying
to an aggregate contract value of approximately ₹3348.64 million and successfully completed 21 contracts under
our Heavy Engineering Division quantifying to an aggregate contract value of approximately ₹ 991.83 million.
Our execution capabilities have grown significantly with time, both in terms of the size and nature of projects that
we bid for and execute, and the number of projects that we execute simultaneously. As at March 31, 2025, we
have four (4) ongoing EPC projects under the Project Division with an aggregate contract value of ₹7,205.20
million and three (3) ongoing contracts under the Heavy Engineering Division with an aggregate project value of
₹1,152.50 million.
Key Financial Performance Indicators
(Amount in ₹ million, except otherwise stated)
For the
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial Parameters
Revenue from Operations(1) 4,108.74 2,560.37 1,600.12
Growth in revenue from operations (%) 60.47% 60.01% 77.64%
Total Income(2) 4,126.66 2,626.87 1,604.31
EBITDA(3) 909.51 373.80 97.82
EBITDA Margin (%) (4) 22.14% 14.60% 6.11%
306For the
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Profit after Tax/ period (PAT) 657.95 300.77 53.40
PAT Margin (%) (5) 15.94% 11.45% 3.33%
Return on Equity ("RoE”) (%) (6) 73.27% 71.81% 22.11%
Return on Capital
82.42% 63.90% 27.62%
Employed("RoCE”)(%) (7)
Debt- Equity Ratio(8) 0.16 0.28 0.40
Operational Parameters
Order Book(9) 8,357.70 4898.13 2487.94
Notes:
(1)
Revenue from operations represents the revenue from sale of service & product & other operating revenue of
our Company as recognized in the Restated financial information.
(2)
Total income includes revenue from operations and other income.
(3)
EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been
arrived at by obtaining the profit before tax/ (loss) for the year / period and adding back interest cost,
depreciation, and amortization expense, excluding other income
(4)
EBITDA margin is calculated as EBITDA as a percentage of Revenue from Operations.
(5)
PAT Margin (%) is calculated as Profit for the year/period as a percentage of Total Income.
(6)
RoE is calculated as Net profit after tax divided by Average Equity.
(7)
Return on capital employed calculated as Earnings before interest and taxes divided by average capital
employed. (Capital employed =Networth + long term debt + short term debt)
(8)
Debt-equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and
short-term borrowings. Total equity is the sum of share capital and reserves & surplus.
(9)
Our order book represents the estimated aggregated contract value of the unexecuted portion of our existing
EPC projects and HED contracts.
Awards and Achievements
Year Awards & Achievements
2024 Cairn (Vedanta Ltd) awarded one of its largest projects in the upstream oil and gas segment to us
2023 Maharatna ONGC award for ‘Asia’s first High Pressure Injection Pilot Project’
2023 ‘Company Spotlight – Excellence Award 2023’ to Oswal Energies Limited by Industry Outlook
Certificate of Appreciation awarded to Oswal Energies Limited for achieving the milestone of
2023
‘500,000 Safe Mah-hours without LTI’ by Vedanta Limited
2022 JOILET Refinery project awarded from Exxon Mobil
‘Top 10 Plant Engineering Services Providers – Excellence Award 2022’ to Oswal Energies
2022
Limited by Industry Outlook
2018 Pilot project for Cain Oil & Gas awarded from Baker Hughes
2017 Enlistment with EIL, ONGC, PDIL, HPCL, BPCL
Certificate of Appreciation awarded to Oswal Energies Limited for being Promising New Vendor
2017
for Adani Ports and Special Economic Zone Limited and its subsidiary companies
2016 First Gas Pipeline laying project awarded from Gujarat Gas Limited
2016 Acquisition of ECIS Group in Italy
2014 Oswal Energies Limited’s first Oil & Gas EPC project awarded from Cairn India Limited
2012 3rd EPC award for ‘Emerging Company in Oil & Gas EPC’ to Oswal Energies Limited
Oswal Energies Limited’s first EPC project awarded from Continental Tires for Mechanical Utility
2012
Work
Our Strengths
1. Wide range of specialized product offerings and services making us a comprehensive one-stop solution
provider for our diversified customers spread across geographies and sectors
307As an integrated one-stop solution partner providing ‘design-led-manufacturing’ solutions to our customers, we
provide designs, engineering solutions, manufacturing, procurement, site construction, project management and
testing to ensure that our customers’ facilities meet reliability, safety and performance standards. We position
ourselves uniquely as a one-stop solution provider for our customers – we provide EPC services under our Project
Division and manufacturing of heavy equipment, namely, process equipment, process skids and process packages
under our Heavy Engineering Division. For details of the types of process equipment, process skids and process
packages that we manufacture, see “Our Business – Description of Our Business – Heavy Engineering Division”
on page 316. Our Project Division is focused on providing integrated turnkey solutions to a wide range of facilities
and plants, including without limitation, surface facilities, early production facilities, and cross-country pipelines.
We believe that our diversified product portfolio allows for limited dependence on individual products and
addresses different business needs across industries where our products are used.
In addition, our business footprint spans across geographies. As of March 31, 2025, we served customers across
9 countries. Set out in the table below are the breakdown of our revenue from operations by geographic segments
for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Geographic segments
revenue from revenue from revenue from
In ₹ million In ₹ million In ₹ million
operations operations operations (in
(in %) (in %) %)
India 3,431.20 83.51 2,143.95 83.74 1,600.12 100.00
UAE 677.54 16.49 416.41 16.26 - -
Total Revenue from
4,108.74 100.00 2,560.37 100.00 1,600.12 100.00
operations
Our products and EPC services have applications across a spectrum of industries including hydrocarbon industry,
energy sector, renewable and green energy. Our revenue contribution from our customers in different sectors are
set out below together with our revenue from these sectors as a percentage of our total revenue from operations
in Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Sectors Amount
revenue from Amount (In ₹ revenue from Amount (In revenue from
(In ₹
operations (in million) operations (in ₹ million) operations (in
million)
%) %) %)
Oil and gas 3,965.43 96.51 2,378.68 92.90 1,580.31 98.76
Others 143.31 3.49 181.69 7.10 19.81 1.24
Total 4,108.74 100.00 2,560.37 100.00 1,600.12 100.00
We believe our ability to be a one-stop solution provider for our customers in India and globally, together with
our comprehensive product and service offerings catered to a diverse range of customer sectors, supports our
growth and allows us to attract new customers and driving market share gains.
2. Strong execution track record in EPC projects in the upstream segment of oil and gas industry in India
For Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derived ₹3,965.43 million, ₹2,378.68 million, and ₹1,580.31
million from customers in the oil and gas industry in India, representing 96.51%, 92.90%, and 98.76% of our total
revenue from operations, respectively. Most of the EPC projects we executed for clients in the oil and gas industry
are of value ranging from ₹500 million to ₹1,500 million and in the upstream segment. For details of our major
EPC projects executed under the Project Division, see “Our Business – Description of Our Business –Project
Division – EPC Projects” on page 313.
In the upstream segment, our Company engages in onshore extraction activities beginning with geological
surveys, and extending to the drilling of wells. (Source: D&B Report) It develops essential surface infrastructure
such as wellheads, separators, and gathering pipelines to facilitate efficient resource extraction. Oswal emphasizes
the deployment of quick production facilities, enabling accelerated recovery from oil fields and reduced time-to-
308market. For the past decade, we have successfully completed EPC projects with renowned exploration &
production players in India, such as Cairn India Limited and Oil and Natural Gas Corporation Limited. For
example, in 2023, Cairn India Limited engaged us to set up four sets of early production facilities for four different
well pads in satellite fields. Each facility comprised of modular skid packages with plug and play concept and
client has the flexibility of relocating the entire facility to a new location as per its operational requirement. We
are currently setting up a surface facility at Nawagam Field of Ahmedabad Asset for Oil and National Gas
Corporation Limited. We undertook a pilot implementation of high-pressure air injection technology as a part of
enhanced oil recovery, including development and installation of compressor package to facilitate the high
pressure air injection.
Our Company has demonstrated its engineering and execution capabilities in the Oil & Gas sector by delivering
complex EPC projects across upstream and midstream operations. With a strong presence across key hydrocarbon
basins in India, our Company has undertaken multi-disciplinary EPC assignments involving well hook-ups,
surface facility development, and produced water management systems
Our Company has developed a strong execution track record through various critical projects in the oil and gas
sector, including well hook-ups and the development of new well pads in fields such as Mangala, Aishwarya, and
Bhagyam. It has also executed central processing facilities at Bhaskar Field and Raag-01, as well as produced
water treatment and injection facilities at Raag-03. In the midstream space, the company has laid cross-country
pipelines and contributed to city gas distribution projects for clients like Gujarat Gas Limited and Sabarmati Gas
Limited. (Source: D&B Report). Given the nature of application of our products and engineering processes to
critical industries such as oil and gas and power, our products and engineering processes are subject to, and
measured against, high quality standards and stringent specifications of our customers. Additionally, we believe
that the level of technical skill and expertise essential for developing in-house engineering processes and handling
complex metals require a significant amount of training that can only be achieved over a period of time and
involves high initial investment as well as a recurring cost and thereby, creating a further entry barrier for new
entrants. We believe our established presence in mid-sized EPC projects is strengthened by the existing of such
high entry barriers.
3. Consistent growth substantiated by our order book and pre-qualification credentials
Within our industry, the order book serves as a key performance indicator, reflecting a portion of anticipated future
revenue. Our order book represents the estimated aggregated contract value of the unexecuted portion of our
existing EPC projects under Project Division and HED contracts. While our strategy is not solely centered on
increasing the order book, we prioritize the addition of high-quality projects with higher margins. Through
diversifying our expertise and expanding our order book across various industries and geographic regions, we can
pursue a wider array of project opportunities, thereby optimizing our business volume and contract profitability.
Over the past three years in Fiscal 2025, Fiscal 2024 and Fiscal 2023, our order book has witnessed significant
growth.
As of March 31, 2025, March 31, 2024 and March 31, 2023, we had an order book of ₹8,357.70 million, ₹4,898.13
million and ₹2,487.94 million, respectively which constituted 203.40%, 191.31% and 155.48% of our revenue
from operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023. Set out below is the split of our order book as at
March 31, 2025 by divisions, along with a percentage of the order book details against our revenue from operations
for Fiscal 2025, Fiscal 2024 and Fiscal 2023
Fiscal 2025 Fiscal 2024 Fiscal 2023
As a As a As a
percentage of percentage of percentage of
Amount (in ₹ Amount (in ₹ Amount (in ₹
Divisions revenue from revenue from revenue from
million) million) million)
operations (%) operations operations
(%) (%)
Project
7,205.20 175.36 3,916.07 152.95 1,729.76 108.10
Division
Heaving
Engineering 1,152.50 28.04 982.06 38.36 758.18 47.38
Division
Total 8,357.70 203.40 4,898.13 191.31 2,487.94 155.48
Our growing order book is because of our increased pre-qualifications credentials for potential projects. As at
March 31, 2025, we are enlisted with major oil and gas companies, including EIL, ONGC, IOCL, BPCL, HPCL,
and PDIL, in different categories. Our pre-qualifications and enlistment with major oil and gas companies has
helped us increase our target market size and maintain the momentum of our order book growth.
3094. Ability to execute projects with quality on a turnkey basis in a timely manner
We undertake most of our EPC projects on a turnkey basis, in which we provide customized solutions from
conceptualization to engineering, procurement and constructing to commissioning and to meet the specialized
needs of our public and private sector clients. Our design and engineering teams combined with skilled project
managers and technical specialists help us with quality and efficient project delivery. We strive to complete our
projects on schedule while meeting our client specifications. With a focal point on quality, we ensure that each
project meets the industry standards, delivering outcomes that stand as a testament to our dedication to precision
and performance. Our Company has been certified with ISO 9001:2015, ISO 45001:2018 and ISO 14001-2015.
We have in the past executed projects on time or prior to the scheduled completion date. Since the commencement
of Fiscal 2023, we have successfully executed 5 EPC projects under our Project Division and completed 21
contracts under our Heavy Engineering Division, quantifying to an aggregate contract value of approximately
₹3348.64 million and ₹ 991.83 million, respectively. There have been no instances where delivery delay has
occurred, or our performance guarantees have been invoked by our clients. Our operations are supported by our
global supply chain network and strong relationships with suppliers, which we believe give us a cost advantage
and help us win bids and repeat orders. We have long-term business relationships with our suppliers. As of March
31, 2025, we have had business relationships of over 3 years with 4 of our top 10 suppliers. Strong supplier
relationships enable us to secure materials faster and at lower costs. In addition, we have the capability to
manufacture process equipment, process skids and process packages in-house, which not only allows us to have
complete control on the quality and workmanship of the supplied products but also enables us to ensure timely
delivery of our EPC projects.
Over recent years, our Company has successfully executed integrated projects that involved the end-to-end
development of production facilities from procurement and installation to testing, commissioning, and start-up
under live site and brownfield conditions. (Source: D&B Report) We have executed five (5) projects for our
customer over a span of three to four years. We have also executed four (4) projects in the last 10 years and are
working on three (3) ongoing projects for Cairn Oil and Gas Limited. In Fiscal 2025, Fiscal 2024 and Fiscal 2023,
we derived approximately 47.40%, 34.02% and 35.58%, respectively, of our restated revenues from operations
from repeat customers including Vedanta Limited, from whom we have generated progressively higher revenues
for each Fiscal (defined as customers from which we have had revenues in the past three fiscal years).
Each project has been executed while maintaining process continuity and minimizing downtime for the client.
With a structured approach to automation, modular engineering, and integration of instrumentation systems, our
Company continues to meet the technical and timeline requirements of its clients. Its experience in brownfield
modification, rapid deployment strategies, and adherence to industry norms supports its role in delivering scalable
oil and gas infrastructure solutions. (Source: D&B Report)
5. Track Record of Consistent Performance and Prudent Financial Profile
We believe that our performance is attributable to our focused approach on profitable growth, efficient working
capital management, and healthy financial risk profile. Over the past few years, we believe that our focus on
efficient utilisation of resources has led to deliver revenue growth, consistent profitability, net working capital
cycle. The growth in our order book has also helped us deliver strong financial performance.
A summary of our financial performance is as follows:
(₹ in millions, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations 4,108.74 2,560.37 1,600.12
EBITDA 909.51 373.80 97.82
EBITDA Margin (%) 22.14 14.60 6.11
Profit for the year / period (PAT) 657.95 300.77 53.40
PAT Margin (%) 15.94 11.45 3.33
Net working capital ratio (Times) 5.55 8.17 9.73
RoE(%) 73.27 71.81 22.11
RoCE(%) 82.42 63.90 27.62
Debt /Equity (X times) 0.16 0.28 0.40
310(₹ in millions, unless otherwise stated)
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Order Book 8,357.70 4,898.11 2,487.94
Net Worth 1,227.00 569.05 268.65
For a reconciliation of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Position
and Results of Operations –Non-GAAP Financial Measures” on page 450.
Our revenue from operations has grown at a CAGR of 60.42% from ₹1,600.12 million in Fiscal 2023 to ₹4,108.74
million in Fiscal 2025. Our profit before tax for the year has grown at a CAGR of 245.00% from ₹74.41 million
in Fiscal 2023 to ₹885.59 million in Fiscal 2025. For the Fiscal 2025, Fiscal 2024, and Fiscal 2023, we have
achieved a PAT margin of 15.94%, 11.45% and 3.33%, respectively.
Our financial strength is highlighted from a strong balance sheet, characterized by substantial net worth of
₹1,227.00 million as of March 31, 2025.
We strive to maintain prudent financial management practices to create a resilient and financially stable business
model, which has allowed us to perform well in a competitive market. We consistently track several financial
measures including our net working capital days (which are calculated as inventory days and receivable days less
payable days). During Fiscal 2025, our net working capital was around 115 days.. We strive to optimize our
working capital by the judicious monitoring of cash flows, faster project closures and focusing on projects that
have better working capital terms.
6. Qualified and experienced management and employee base with strong project execution skills
Our individual Promoters, Ratan Babulal Bokadia and Jayant Babulal Bokadia have been associated with our
Company since 2013 and Dixit Jitendra Bokadia has been associated with our Company since 2018. Our
Promoters have an average of over 16 years of experience in the EPC industry and manufacturing of heavy
equipment. Each of our Senior Management Personnel has an experience of more than 15 years and possesses
significant business and management expertise. Our business is guided by their vision, core values of business
ethics, customer centricity, pride, quality, respect and teamwork and in depth understanding of finance,
commercial, procurement, risk management, quality assurance, tendering and business development functions.
We believe that a trained, motivated and satisfied employee base is key to our competitive advantage. As of March
31, 2025, we employed 285 full-time employees, of which 31.58% were engineers. Project execution is carried
out by experienced skilled key personnel with an average of more than 10 years of experience in the oil and gas
industry. The skill set of our employees gives us the flexibility to adapt to the needs of our clients and the technical
requirements of the various projects that we undertake and to implement strong project management practices.
We are committed to the development of the expertise and know-how of our employees through technical
seminars and training sessions organized by us and third parties.
Our Strategies
1. Continue our focus on modular engineering solutions skids and packages
Modular engineering solutions, particularly modular process skids, are gaining prominence across the
petrochemical, natural gas, and energy sectors due to their compact, self-contained design. These skids integrate
essential components such as equipment, piping, and instrumentation within a pre-engineered frame, making them
highly adaptable. Depending on the scale of operations, modular skids can function either as standalone units or
as integral parts of larger manufacturing systems. In smaller setups, they can even represent the entire
infrastructure, while in larger projects, multiple skids can be combined to form a complete plant. The key
advantages of modular skids lie in their portability, faster installation, and reduced on-site execution time, making
them ideal for time-sensitive or remote projects. Their cost and material efficiency, along with a design that
supports scalability and robustness, provide a clear edge over conventional stick-built systems. As industries seek
more flexible and resource-efficient solutions, modular skids offer a streamlined approach to project execution,
especially in environments where space, speed, and precision are critical. (Source: D&B Report)
Modular skids play a critical role in supporting the efficient processing of petrochemical feedstocks and the
production of derivatives such as ethylene, propylene, and aromatic compounds. Key applications include reactor
and distillation, reactor and distillation skids for producing intermediates (e.g., olefins, polymers, solvents), heat
exchanger and pump skids for thermal management and fluid transfer in cracking or reforming units, filtration
and separation skids for removing impurities or separating products in downstream processing, and chemical
dosing skids used in catalyst injection or for corrosion/scale prevention during refining.
311Currently, we provide modularized solutions for our EPC projects under our Project Division. We have also
supplied modular process skids to domestic and international clients for different process applications under our
Heavy Engineering Division. Due to the advantages of modular engineering solutions as set out above, we intend
to enhance our focus on modularized solutions for our EPC projects. We intend to sustain and increase our
business and financial growth through a combination of measures, including without limitation, increasing
contributions from modular skids and packages.
2. Expand into the emerging domains of the energy sector and leveraging opportunities in downstream
segment of the oil and gas industry
Building on our technical capabilities and proven project delivery expertise, our Company is now strategically
diversifying into emerging areas of the energy sector. This includes ventures into hydrogen production, waste-to-
energy solutions, thermal energy storage systems, and modular process units for refinery and petrochemical
applications. These initiatives reflect the company’s commitment to innovation and its alignment with global
energy transition goals. Our Company is also leveraging favourable government policies and strong public sector
support, particularly in areas such as renewable and green energy. With national priorities shifting toward
decarbonization and energy diversification, opportunities in green hydrogen and waste-to-energy projects driven
by circular economy principles are gaining significant policy and investment momentum. By proactively aligning
its strategy with these developments, our Company aims to establish itself as a key player in India’s clean energy
transformation. Its focus on sustainable infrastructure and advanced energy solutions positions the company to
deliver integrated EPC services across both conventional and next-generation energy domains. (Source: D&B
Report). We are leveraging on strong government support and favourable government policies in segments such
as renewable energy and green energy. Going forward, we intend to further enhance our focus on these emerging
domains of the energy sector in the future. By increasing our focus on these emerging energy segments, we aim
to position ourselves at the forefront of the renewable energy transition, offering a comprehensive suite of
solutions that cater to the evolving energy needs of the future. The table below sets out our bid participation in
projects in these emerging domains of the energy sector as at March 31, 2025, March 31, 2024, and March 31,
2023:
Bid Participation
Fiscal 2025 Fiscal 2024 Fiscal 2023
Client Sector
Number of Number of Number of
Amount (in Amount (in Amount (in ₹
EPC EPC EPC
₹ million) ₹ million) million)
projects projects projects
Hydrogen 1 200 1 500 2 700
Waste-to-energy 1 200 Nil Nil Nil Nil
Thermal energy storage 1 100 Nil Nil Nil Nil
Process units for
refinery and 12 30000 10 14500 28 25000
petrochemical segments
Total 15 30800 11 15000 30 25700
In addition to enhanced focus on emerging domains of the energy sector, we also intend to expand our EPC
projects into downstream segment of the oil and gas industry. Upstream and downstream oil and gas production
refers to an oil and gas company’s location in the supply chain. Upstream oil and gas production is conducted by
companies that identify, extract, or produce materials. These exploration and production companies identify
deposits, drill wells and recover raw materials from underground. We have executed various EPC projects for
companies in the upstream segment of the oil and gas industry, such as surface facilities, early production facilities
with modular skids, pipeline projects, and gas processing and produced water treatment. Downstream oil and gas
production companies are close to the end-users or consumers, and operations begin after the production phase
and continue to the point-of-sale. Companies engaged in downstream oil and gas industry include, among others,
oil refineries and petrochemical plants. Leveraging our knowledge, contacts and experience in the upstream
segment of the oil and gas industry, we intend to expand into EPC projects for the downstream segment of the oil
and gas industry, initially focusing on hydrogen, waste-to-energy, thermal energy storage, process units for
refinery and petrochemical segments.
3. Develop and maintain alliance, technical tie ups and partnerships with technology partners
We believe that our ability to identify, develop and forge strategic alliances and partnerships with leading
technology companies is a significant strength of ours. Our company's service portfolio is reliant on securing EPC
312projects initiated by both public and private conglomerates. In selecting contractors for major EPC projects, clients
generally limit the tender to contractors they have pre-qualified based on several criteria including experience,
technological capacity and performance, reputation for quality, safety record, financial strength, and previous
experience in similar projects, as well as price competitiveness of the bid. Strategic alliances and partnerships allow
us to enhance our technological capacity and performance such that we can pre-qualify for EPC projects in various
sectors. Strategic alliances and partnerships with exploit technologies and expertise developed by our partners.
We believe that such alliances and partnerships allow us to leverage the combination of our partners’ technologies
with our project management, engineering and construction capabilities as well as our knowledge of the market
and customers in order to provide effective solutions for clients.
We have signed a memorandum of understanding with NOV, a US based technology company specialized in
process solutions. The Memorandum of Understanding with NOV allows us to venture into business of providing
process solutions for oil and gas industry. Our strategic partnerships with renowned technology companies have
enhanced our technical capabilities and allowed us to help our clients address their technical concerns. We intend
to continue to maintain long term sustainable strategic partnerships and technical tie-ups with technology
companies to pre-qualify for projects requiring technical expertise in various aspects. These relationships are
paramount to our success, enabling us to access new opportunities and leverage synergies within our industry. By
forging these synergistic alliances, we enhance our competitive positioning and broaden our spectrum of
opportunities for sustainable growth and value creation.
4. Expand our geographical footprint
We intend to expand our geographical footprint to exploit further opportunities in the EPC industry both within
India and internationally. During the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our domestic projects were located
in the states of Maharashtra, Gujarat, Rajasthan and Odisha of India. We intend to explore opportunities for EPC
projects across India. We also intend to explore opportunities for EPC projects across the globe, in particular
Russia, the Africa continent and UAE. In Africa, we have recently been awarded our first EPC project in Libya.
Under our Heavy Engineering Division, we have completed contracts pan-India as well as internationally in UAE,
during Fiscal 2025, Fiscal 2024 and Fiscal 2023. In the future, we intend to explore opportunities for supply of
our heavy equipment to new geographical regions.
By leveraging our low cost and efficient execution capabilities, we believe that we capture significant revenues
from both domestic and international opportunities in new geographical areas.
DESCRIPTION OF OUR BUSINESS
Our business operations are categorized under the following business divisions: (i) Project Division; and (ii)
Heavy Engineering Division.
Project Division
Under the Project Division, we carry out integrated EPC services, as a one-stop service provider, tailored to meet
the unique needs of our clients. Our expertise lies in surface facilities, early production facilities, steel pipelines
network, gas processing plants, and cross pipelines.
EPC operational framework
The EPC process is a systematic approach used in project management, particularly in the fields of construction
and engineering. Our EPC operational framework encompasses several critical stages as shown below. Each
contributing to the successful completion of a project. Here is a detailed breakdown of the nine (9) key stages in
the EPC process:
3131. Project Identification: This initial stage involves identifying and defining the project requirements and
objectives. It includes feasibility studies, market analysis, and the assessment of potential sites. The goal is to
determine whether the project is viable and aligns with the strategic goals of the organization.
2. Proposal and Contracting: Once the project is identified, the next step is to develop a detailed proposal. This
proposal outlines the scope of work, estimated costs, timelines, and deliverables. After the proposal is approved,
contracts are negotiated and signed with all relevant stakeholders, including clients, contractors, and suppliers.
3. Design & Engineering: In this stage, detailed designs and engineering plans are developed based on the project
specifications. This includes architectural designs, structural engineering, electrical systems, and other technical
aspects. The focus is on creating precise blueprints that guide the construction phase. Our team of experienced
engineers leverages cutting-edge technologies and industry best practices to design innovative solutions that meet
the highest standards of quality, safety, and sustainability. As of March 31, 2025, our design & engineering team
comprised of 24 employees.
4. Procurement Services: Depending on the need of specific customers and technical specifications, we procure
equipment or parts of equipment, such as compressors, pumps, pipes, electrical components, etc., from third party
suppliers. With our extensive network of suppliers and vendors, we excel in procuring the highest quality
materials, parts, equipment, and services at competitive prices. Our strategic sourcing approach ensures timely
delivery and cost-effectiveness, helping clients optimize project budgets and timelines. Our Company received
the first engineering, procurement and construction (“EPC”) project from Continental India Limited for
mechanical utility works in 2012.
5. Construction & Installation: This is the execution phase where the physical construction and installation of the
project take place. It involves site preparation, foundation work, structural erection, and the installation of systems
and equipment. Close supervision is required to ensure that the construction adheres to the design specifications
and quality standards.
6. Quality Assurance & Control: Throughout the construction phase, continuous quality assurance and control
measures are implemented. This includes regular inspections, testing, and verification to ensure that all aspects of
the project meet the required standards and regulations. Any deviations are corrected promptly to maintain quality.
7. Testing & Commissioning: Once construction is completed, the project undergoes rigorous testing and
commissioning. This involves testing all systems and components to ensure they operate correctly and efficiently.
Commissioning verifies that the project meets its intended performance criteria and is ready for operational use.
8. Project Handover: The final stage is the handover of the completed project to the client. This includes
providing all necessary documentation, such as operation manuals, warranties, and as-built drawings. Training
314may also be provided to the client's personnel to ensure they can effectively operate and maintain the new facilities.
The project is officially closed out, and any remaining issues are addressed during the warranty period.
9. Operation and Maintenance (O&M): Our O&M services is a comprehensive, full-service package that allows
asset owners to fully outsource the operation & maintenance of their assets, without compromising operating
safety or losing control of their assets. Integrated O&M includes a strategic and comprehensive approach to
managing the ongoing activities related to the operation and maintenance of various projects and facilities. By
leveraging advanced technologies and industry best practices, we ensure that clients’ assets operate at peak
efficiency and reliability, minimizing downtime and maximizing productivity.
EPC projects
Since the commencement of Fiscal 2023, we have completed five (5) EPC projects for various notable clients
under the Project Division. The table below sets out some of our key completed EPC projects in the Project
Division:
Value
Industrial
Sr. No. Client Name Brief Description of Project Completion Date (Amount in
Sector
₹ million)
Cairn – Mangla
Mangala in Fill Well Hook-up -
14 Producer Wells Hook-up, 9
1. Injector Wells Hook-up, January 17, 2024 1068.84* Oil and gas
Augmentation of existing well
pads in Mangala Field
RDG – 5 Vedanta
Limited (Cairn Oil
and Gas)
Provision of EPC services for
Last date of billing
2. well hook up at RDG field to 261.48* Oil and gas
31st March 2025
support mining operations
RDG-3 Vedanta
Provision of EPC services for 3
Limited (Cairn Oil
3. well hook up, gas wells for March 2, 2023 83.19* Oil and gas
and Gas)
production at RDG field
Bharat Petroleum
Corporation Limited
Laying and construction of
4. steel pipelines network and May 3, 2025 294.93* Oil and gas
associated work
Integrated Field Plan Execution
Services in Satellite Fields in
RJ-ON 90/1 Block -
Development of Central
Processing Facility at Raag-0,
December 31, Renewable
5. Customer 5(1) Development of Produced 1390.00#
2023 Energy
Water Treatment and Injection
Facility at Raag-03,
Development of Gas
Processing Facility at GSV,
Intra Field Pipeline)
*Inclusive of GST
315#Exclusive of GST
(1) Consent not received from the customer
The table below sets out our ongoing EPC projects under the Project Division as of March 31, 2025:
(Amount in ₹ million)
Work
Work
Brief Description of Agreement Completed Industria
Sr. No. Client Name Location Order in
Project Amount as on March l sector
hand
31, 2025
Oil and
Creation of surface
1. N atural Gas Oil and
facilities for high pressure Domestic 898.57 586.14 312.43
Corporatio gas
air injection pilot project
n
Replacement of Cold Box
Oil and
for LPG-1 & LPG-II units
2. N4atural Gas Oil and
and Brazed Aluminum Domestic 662.74 522.41 140.33
. Corporatio gas
Plate – Fin Heat
n
Exchanger
Vedanta
Provision of EPC works
Limited Oil and
3. for local service facility at Domestic 1409.44 577.64 831.80
(Cairn Oil gas
Mangla
and Gas)
Vedanta
Provision of EPC works
Limited Oil and
4. for well hook up services Domestic 970.75 961.80 8.95
(Cairn Oil gas
for ABH 11 wells
and Gas)
Vedanta Provision of EPC works
Limited for well hook up services Oil and
5. Domestic 8,330.00 1,174.04 7155.96
(Cairn Oil for Aishwarya and Mangla gas
and Gas) wells
Total 12271.50 3822.03 8449.47 -
Heavy Engineering Division
Under the Heavy Engineering Division, we deliver advanced design & engineering, project management,
procurement, manufacturing and installation solutions to a diverse range of industries, including oil and gas, power
and petrochemicals. Specifically, we manufacture and supply heavy equipment and products, namely process
equipment, process skids and process packages.
Process Equipment
Process equipment is used in several applications such as process units, water treatment, steam power generation,
pipelines, saltwater disposal, etc., where chemical or mechanical methods are applied. Each of these equipment is
very important because of its indispensable usage in the working of a process. Our portfolio of process equipment
include, among others, pressure vessels, shall and tube heat exchangers, air cooled heat exchangers, distillation
columns, reactors and pig launchers/receivers.
316Process for Manufacturing Process Equipment
Process Skids
Process skids are essential modular systems used in various industrial applications to streamline and simplify
complex processes. A process skid is a self-contained process system that consolidate essential process
components such as equipment, piping, and instrumentation into a single, transportable frame. These systems are
designed to execute specific industrial functions and are widely used to streamline complex processes across
sectors such as petrochemicals, oil & gas, energy, pharmaceuticals, and water treatment. By integrating all
necessary elements in a compact unit, process skids reduce the complexity and coordination required in traditional
on-site installations, enabling faster deployment and improved project control. (Source: D&B Report). We believe
that modular skids offer several advantages over the conventional process piping solutions due to its compact
design, which enables portability and quicker installation, including reduction of on-site weld joints and cost of
welding, lower procurement costs since an entire skid or module can be procured through a singular transaction
and involves shorter time duration in making the plant site ready.
Our portfolio of process skids includes gas metering skids, gas conditioning skids, two phase/three phase separator
skids, chemical injection and dozing skids, lube oil skids, fuel forwarding skids, condensate recovery skids and
manifolds.
Process for Manufacturing Process Skids
Set out below is a flowchart which describes our process for manufacturing process skids:
317Process Packages
In the oil and gas industry, process packages refer to pre-designed, skid-mounted units that perform specific
treatment or conditioning tasks on fluids like oil and gas. These packages are typically used to separate, purify,
dehydrate, and otherwise prepare these fluids for further processing or sale. They are often modular, meaning they
can be easily integrated into larger facilities.
Examples of Process Packages in Oil and Gas:
• Gas Dehydration: Removing water vapor from natural gas streams.
• Separation: Three-phase separators, which divide crude oil into oil, water, and gas.
• Heat Exchangers: Used for heating or cooling fluids in various processes.
Key Benefits of Process Packages:
• Modular Design: Skid-mounted units can be easily transported and installed, reducing on-site
construction time and costs.
• Pre-engineered Solutions: These packages offer pre-designed and tested solutions, minimizing
engineering time and risk.
• Specialized Applications: They can be tailored to specific needs, such as handling heavy crudes or
removing specific contaminants.
• Efficient Integration: Process packages can be easily integrated into existing or new facilities.
• Cost-Effective: Modular design and pre-engineered solutions can lead to cost savings.
Our portfolio of process packages includes instrument and service air package, water treatment package, glycol
dehydration package, nitrogen production package, hydrogen production package, early production set-ups and
vapor recovery unit.
Process for Manufacturing Process Packages
Set out below is a flowchart which describes our process for manufacturing process packages:
318HED Contracts
Since the commencement of Fiscal 2023, we have completed 21 contracts for various notable clients under the
Heavy Engineering Division. The table below sets out some of our key completed contracts in the Heavy
Engineering Division, since the commencement of Fiscal 2023:
Value
Completion (Amount Industrial
Sr. No. Client Name Brief Description of Contract
Date in ₹ sector
million)
Thermax
Limited/Numalighar
Refinery Limited
EPCC-03 SRU Block N at NREP – Design,
July 30, Oil and
1. engineering, manufacturing & supply 39 477.01
2024 gas
no. of cs and ss heat exchanger package
Oil and Natural Gas
Corporation Limited
(ONGC)
CBM Jharia Block Parabatpur GCS Plant
Bokaro Asset - Process Design, HAZOP,
July 24, Oil and
2. Mechanical Engineering, Manufacturing, 72.90
2024 gas
Testing, Inspection & Supply of TEG
Based Gas Dehydration Unit Package.
319Value
Completion (Amount Industrial
Sr. No. Client Name Brief Description of Contract
Date in ₹ sector
million)
HPCL Rajasthan
Refinery Limited
EPCC-07 Dual Feed Catalytic Cracking
Unit Package - Design, Engineering,
September Oil and
3. Manufacturing, Testing, Inspection & 15.51
27, 2022 gas
Supply of Carbon Steel, Stainless Steel
Heat Exchanger Package.
Abu-Dhabi National Oil
Company (ADNOC)
EPC-07 Dalma Gas Development Onshore
Project - Design, Engineering,
March 30, Oil and
4. Manufacturing, Testing, Inspection & 46.59
2024 gas
Supply of HIC+NACE Pig Launcher and
Receiver Package.
Cairn Oil and Gas
(Vedanta Limited)
Integrated Field Plan Execution Services in
Satellite Fields in RJ-ON 90/1 Block -
HAZOP, Design, Engineering, March 3, Oil and
5. 48.50
Manufacturing, Testing, Inspection & 2023 gas
Supply of Indirect Water Bath Heater
Package with Duplex Heating Coil
As of March 31, 2025, we have three (3) ongoing contracts under the Heavy Engineering Division. The table
below sets out some of our key ongoing contracts under the Heavy Engineering Division:
(Amount in ₹ million)
Work
Sr. Client Agreemen Completed Work Industrial
Brief Description of Project Location Order in
No. Name t Amount as on March hand sector
31, 2025
Frontier
Oil and
1. P etroleum Supply of Goods Export 3.10 - 3.10
gas
Services
Oil and
2. E SNAD Supply of Goods Export 1065.37 - 1065.37
gas
Tecnimont Oil and
3. Supply of Goods Export 56.11 - 56.11
SPA gas
Total 1,152.50 - 1152.50
320Our company specializes in providing Engineering, Procurement, and Construction (EPC) services, primarily
within the upstream and midstream segments of the hydrocarbon industry. Our Company operates in the non-
renewable energy sector, with a strategic focus on the exploration, production, transportation, and processing of
oil and natural gas. In the upstream segment, the company engages in onshore extraction activities, beginning with
geological surveys and extending to the drilling of wells. We develop essential surface infrastructure such as
wellheads, separators, and gathering pipelines to facilitate efficient resource extraction. emphasizes the
deployment of quick production facilities, enabling accelerated recovery from oil fields and reduced time-to-
market.
In the midstream segment, our Company invests in a robust network of pipelines and storage systems to ensure
the safe and efficient transportation of crude oil and natural gas. This includes the development of natural gas
processing plants, where impurities are removed and natural gas liquids are separated from raw gas, enhancing
fuel quality and commercial value. Through the integration of advanced technologies and environmentally
compliant infrastructure, the company ensures cost-effective, reliable, and scalable delivery of energy resources
across domestic and regional markets (Source: D&B Report)
OUR FACILITIES
We have one (1) strategically located Manufacturing Facility located in Gandhinagar in the state of Gujarat in
India. The plot numbers of the land on which our Manufacturing Facility is situated are set out in “Our Business
– Owned Properties” and “Our Business – Leased Properties” beginning on page 329.
Capacity and Capacity Utilization
The table below sets forth the installed production capacity and the capacity utilization at our Manufacturing
Facility for process equipment, process skids and process packages for the Fiscal 2025, Fiscal 2024 and Fiscal
2023:
321Fiscal 2025 Fiscal 2024 Fiscal 2023
Facilities Installed Capacity Capacity Installed Capacity Capacity Installed Capacity Capacity
Capacity Utilization Utilization Capacity Utilization Utilization Capacity Utilization Utilization
(in MT)* (in MT)* (in %) (in MT)* (in MT)* (in %) (in MT)* (in MT)* (in %)
Process
equipment
Process
2000 563.273 28.16 2000 1211 60.50 2000 638 31.90
skids
Process
packages
*As certified by Shivabhai Khembhai Patel, Chartered Engineer, by certificate dated July 18, 2025
RAW MATERIALS
We primarily require steel, pipes, fittings, flanges, plates, etc. for manufacturing process equipment, process skids
and process packages, and require pipes, cables, fittings, equipment, panels, instruments, valves, etc. for EPC
projects. We either enter into one-year contracts or purchase orders with our suppliers. We prioritize vendor
management with a focus on strong supplier relationships and regular assessments to maintain quality and
reliability. We also employ efficient inventory management and digital procurement tools to streamline
operations, enhance transparency, and optimize material availability.
The following table sets forth our cost of materials consumed in the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
As a % As a % of As a % of
Particulars Amount
of total Amount (In total Amount (In total
(In ₹
expenses ₹ Million) expenses (in ₹ Million) expenses (in
Million)
(in %) %) %)
Cost of materials consumed 2,193.51 67.68 1,357.84 60.97 969.12 63.35
(inclusive of changes in inventories)
The table below sets forth cost of materials purchased from our top supplier, top three suppliers and top ten
suppliers for the periods indicated.
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of cost of % of cost of % of cost of
Particulars
Amount (In materials Amount (In materials Amount (In materials
₹ Million) consumed ₹ Million) consumed ₹ Million) consumed
(in %) (in %) (in %)
499.97 25.65 263.11 17.43 89.00 8.49
Largest supplier
Top 3 suppliers 972.32 49.88 515.66 34.17 233.84 22.32
Top 10 suppliers 1,318.86 67.65 786.46 52.11 509.42 48.62
The table below sets out the breakdown of cost of materials consumed from domestic and international suppliers
for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.
Fiscal 2025 Fiscal 2024 Fiscal 2023
As a % of As a % of As a % of
total cost of total cost of total cost of
Particulars Amount (In Amount (In ₹ Amount (In ₹
materials materials materials
₹ Million) Million) Million)
consumed consumed consumed
(in %) (in %) (in %)
Cost of materials consumed 1,356.29 61.83 983.68 72.44 921.02 95.04
from domestic suppliers
322Fiscal 2025 Fiscal 2024 Fiscal 2023
As a % of As a % of As a % of
total cost of total cost of total cost of
Particulars Amount (In Amount (In ₹ Amount (In ₹
materials materials materials
₹ Million) Million) Million)
consumed consumed consumed
(in %) (in %) (in %)
Cost of materials consumed 837.22 38.17 374.16 27.56 48.10 4.96
from international suppliers
Total 2,193.51 100.00 1,357.84 100.00 969.12 100.00
For raw materials procured from international suppliers, they are mainly supplied from UAE.
UTILITIES AND LOGISTICS
Power
Our Manufacturing Facility and Registered Office have adequate power supply from the public supply utilities.
For our Manufacturing Facility, we have a connected load of 150 KVA from Uttar Gujarat Vij Company Limited.
Further, we have a 24x7 power backup at our Manufacturing Facility through a DG set with a capacity of 160
KVA supporting our critical manufacturing operations. Our Manufacturing Facility also uses LPG oxygen
cylinders as fuel which is sourced locally.
Water
The water requirements at our Manufacturing Facility are met through water provided by Central Ground Water
Authority on a need-basis during the course of our business operations.
Freight and Transportation
As part of our EPC projects, we transport equipment, skids and packages manufactured by us to the construction
sites or our clients by road, rail and sea. Separate from EPC projects, we also sell equipment, skids and packages
we manufactured directly to customers. We sell our products on ex-work/free-on-board (“FOB”), cost, insurance
and freight (“CIF”) and/or delivery duty paid (“DDP”) basis. In addition, we may have to pay for transportation
costs in relation to the delivery of some of the raw materials and other inputs to our Manufacturing Facilities. We
do not own any vehicles for the transportation of our products and raw materials; we therefore rely on third party
transportation and logistics providers for delivery of our raw materials and products. However, we do not have any
long-term contractual arrangements with such third-party transportation and logistics providers. Disruptions of
logistics could impair our ability to procure raw materials and deliver our products on time.
Where we are responsible for shipping the products to the customer, our export and goods transport agents arrange
for the finished products to be trucked to our customers in India or to the port for export, as applicable. Our export
agents handle the requisite clearance procedures. For exports, our export agents co-ordinate with the shipping line
or airline to file and release the necessary bills of lading or air waybills. Incoterms determine the exact delivery
terms, which includes the manner in which the goods will be delivered, payee details and the person responsible
for procedures such as loading and unloading. See “Risk Factors 16 - We use third party transportation and
logistics service providers for delivery of our products to our customers as well as raw materials to our
manufacturing facility. Any delay in delivery of our products or raw materials or increase in the charges of these
entities could adversely affect our business, results of operations and financial condition. We also may be exposed
to the risk of theft, accidents and/or loss of our products in transit.” on page 40.
Our Customers
Under our Heavy Engineering Division, we had served 10, 9, and 12 customers in Fiscal 2025, 2024, and 2023
respectively in India, and 3 customers in Fiscal 2025 and 3 customers in Fiscal 2024 in the overseas market. Under
our Project Division, we have served 5 customers in the last three fiscals.
Geographic split
We cater to both domestic as well as international markets. We have established strong and long-standing
relationships with our various customers. We have diversified customer base with customer base across 9
countries. Set out below are details of certain countries to which we supply our products and services, and revenues
from operations generated from such countries for the indicated period/year:
323Fiscal 2025 Fiscal 2024 Fiscal 2023
As a percentage As a percentage As a percentage
Countries Revenue
of total revenue Revenue (in ₹ of total revenue Revenue (in ₹ of total revenue
(in ₹
from operations million) from operations million) from operations
million)
(in %) (%) (%)
Domestic 3,431.20 83.51 2,143.95 83.74 1,600.12 100.00
Sales
Export - - - - - -
Sales,
breakdown
as follows:
UAE 677.54 16.49 416.41 16.26 - -
Total
Revenue
4,108.74 100.00 2,560.37 100.00 1,600.12 100.00
from
operations
Industrial sector split
Our customers are predominantly companies operating in the energy segment, including oil & gas, power and
petrochemicals. Our revenue contribution from our customers in various industrial sectors is set out below together
with our revenue from these sectors as a percentage of our total revenue from operations in Fiscal 2025, Fiscal
2024 and Fiscal 2023:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Sector
Amount (in revenue from Amount (in revenue from Amount (in revenue from
₹ million) operations ₹ million) operations ₹ million) operations (in
(in %) (in %) %)
Oil and gas 3,965.43 96.51 2,378.68 92.91 1,580.31 98.76
Others 143.31 3.49 181.69 7.09 19.81 1.24
Total 4,108.74 100.00 2,560.37 100.00 1,600.12 100.00
Customer Retention
Our ability to address the various and stringent customer requirements over long periods enables us to obtain
additional business from existing customers as well as new customers. We believe our customer relationships are
led primarily by our ability to develop processes, meet stringent quality and technical specifications and
manufacture customers’ products and execute customers’ projects in a cost effective, safe and environment friendly
manner. We have been executing projects and completed contracts for notable customers, including global
companies such as Frontier Petroleum Services LLC, and Indian companies such as EIL, ONGC, IOCL, BPCL,
HPCL, PDIL, Vedanta Limited, Synergia Energy Limited, Sun Petrochemicals Private Limited, Thermax Limited,
Fives India Engineering & Projects Private Limited, and Koerting Engineering Private Limited.
We have a history of high customer retention. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derived
approximately 71.85%, 58.19% and 86.86%, respectively, of our restated revenues from operations from repeat
customers (defined as customers from which we have had revenues in the past three fiscal years). As of March
31, 2025, we enjoyed relationships in excess of 3 years with 5 of our top 10 customers. Set forth below are the
details of our customers with whom we have long standing relationships:
324Customer Country Number of years of association
Thermax Limited India 3
Sun Petrochemicals Limited India 4
Fives India Engineering & Projects Private Limited India 3
Koerting Engineering Private Limited India 3
Vedanta Limited (Cairn Oil and Gas) India 10
We typically participate in a lengthy and rigorous vendor selection process with our customers, which can take up
to six months from the date of issue of an RFQ. We are generally required to submit a detailed technical
proposal including technical information such as product or project features, performance specifications,
compliance with legal and regulatory requirements, proposed development timeline and financial capabilities. We
invest in securing new customer relationships through this time consuming and costly vendor selection process,
as it enables us to better understand our customers’ design and performance needs and demonstrates our
capabilities in providing comprehensive EPC solutions.
Concentration of customers
The table below sets forth our revenue from our largest customer, top 3 customers and top 10 customers and their
contribution to our revenue from operations for the periods indicated.
Fiscal 2025 Fiscal 2024 Fiscal 2023
% % %
contributi contributi contributi
Amount on to Amount on to Amount on to
Particulars
(in ₹ revenue (in ₹ revenue (in ₹ revenue
million) from million) from million) from
operations operations operations
(in %) (in %) (in %)
Largest Customer 1947.58 47.40 870.95 34.02 675.25 42.20
Top 3 Customers 3523.57 85.76 1,758.13 68.67 1,372.53 85.78
Top 10 Customers 4089.48 99.52 2490.02 97.25 1,576.67 98.53
We rely and expect that we will continue to be reliant on our top 10 customers for a substantial portion of our
revenue. For the risks associated with our concentration of customers, see “Risk Factors – We derive a significant
portion of our revenue from operations from our top 10 clients. The loss of, or a significant reduction in, business
from any of our major clients may could adversely affect our business, financial condition, results of operations
and future prospects.on page 40.
SALES AND MARKETING
Our business is conducted on a business-to-business basis and our focus is on maintaining constant contact with
customers and to ensure timely delivery. We have a sales and marketing team that is dedicated to taking new orders,
quoting rates, and aids in understanding the requirements of our customers. As of March 31, 2025, our sales and
marketing team comprises of 10 dedicated employees. We also take part in trade shows and exhibitions which
help us to get new customers.
In order to serve our existing direct end-use customers as well as to secure new customers and expand the reach of
our products to new markets, we are expanding across new geographies. We intend to achieve this by getting
approval from various renowned international and domestic customers and upgrade our technical knowledge by
entering into technology tie-up with technology companies, in order to meet various customer requirements. We
also intend to participate in limited/open bidding process when the customers put forth their requirements. In the
Fiscal 2025, 2024 and 2023, we have won projects worth ₹ 7,066.42 million ₹ 3,815.28 million and ₹ 950.68
million respectively amounting to 22.25%, 22.26% and 3.34 % of the total projects bided for
QUALITY CONTROL, TESTING AND CERTIFICATIONS
Our quality policy is focused on fulfilling customer requirements through reliable products and services aimed at
meeting all regulatory requirements. Our customers demand the highest quality from us and to meet their
expectations, we have developed in-house multilevel quality control processes. These quality control measures
325range from the initial inspection of raw materials and other parts and components to the continuous improvement
of our business processes at each step in the production of our products and provision of services. Our
manufacturing infrastructure is complemented by our stringent quality and safety standards and processes.
Through our regular internal audits, we ensure that our manufacturing facilities are in compliance with local
regulatory requirements as well as the requirements stipulated by our customers. We utilize an ERP system to
trace each material and processes which helps us identify the root cause of a problem if it occurs and to take
measures against the problems identified.
Given the nature of application of our products and engineering processes to critical industries such as oil and gas,
our products and engineering processes are measured against high quality standards and stringent specifications
of our customers. These specifications are provided by our customers through technical specifications and quality
standards forming part of the contracts which we enter into with our customers.
Our Company has acquired the following certifications and accreditations for our facilities:
• ISO 9001:2015 certificate for design, fabrication, supply and erection commissioning of process skids, SV
station, plant piping and process equipment.
• ISO 14001:2015 certificate for design and engineering, fabrication of all process skids, gas
metering/pressure reducing stations, plant piping, process equipment and pressure vessels, pressure piping
and repair of pressure vessels.
• ISO 45001:2018 certificate for design and engineering, fabrication of all process skids, gas
metering/pressure reducing stations, plant piping, process equipment and pressure vessels, pressure piping
and repair of pressure vessels.
• “U” and “U2” stamps from the American Society of Mechanical Engineers for our Manufacturing Facility.
As of March 31, 2025, we have an in-house quality control team comprising of 27 employees. In executing the
projects, we monitor and test all materials for conformity, track non-conformities and make rectifications to ensure
customers’ satisfaction. Our quality assurance and quality control team ensure compliance with our quality
management systems and statutory and regulatory compliances. This team conducts pre-dispatch inspection of
our products. In addition, our Manufacturing Facility is subject to compliance audits in relation to quality
management by third party agencies. Our customers expect us to undertake extensive product approvals and/or
certification process and some of our customers also perform their own quality checks to ensure that our products
meet their demands and comply with the requirements.
HUMAN RESOURCES AND EMPLOYEE TRAINING
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. We also hire labour contractors for our Manufacturing Facility and construction sites, from time to time.
The following table provides our employee cost for the Fiscal 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of Amount (₹ % of Amount (₹ % of
million) Revenue million) Revenue million) Revenue
from from from
Operations Operations Operations
(in %) (in %) (in %)
Employee 242.74 5.91 214.81 8.39 167.33 10.46
Benefits Expense
As of March 31, 2025, we had 285 full time employees. The table below sets forth the breakdown of our full-time
employees as of March 31, 2025:
Number of full-time employees at March
Departments / Teams
31, 2025
Management and administration 21
Design & engineering 24
Production/manufacturing 153
Sales and marketing 10
Quality Control 27
Finance and accounts 11
Environmental, health and safety 14
326Number of full-time employees at March
Departments / Teams
31, 2025
Information Technology 2
Others 23
Total 285
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.
HEALTH, SAFETY AND ENVIRONMENT
We endeavour to adhere to laws and regulations relating to protection of health, employee safety and the
environment. Our activities are subject to the environmental laws and regulations of India and other jurisdictions,
which govern, among other aspects, air emissions, waste water discharge, the handling, storage and disposal of
hazardous substances and waste, the remediation of contaminated sites, natural resource damage, and employee
health and employee safety.
We believe that accidents and occupational health hazards can be 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.
INFORMATION TECHNOLOGY
Our IT systems are vital to our business, and we have adopted IT policies to assist us in our operations. The key
functions of our IT team include establishing and maintaining enterprise information systems and infrastructure
services to support our business requirements, maintaining secure enterprise operations. We utilize an enterprise
resource planning solution which assists us with various business functions including business development,
proposal management, materials management, inventory management, manufacturing process, quality
management, plant maintenance, finance and controlling. We have also implemented an EDMS for our operations.
For information on the risk to our IT systems, see “Risk Factors - Failure or disruption of our IT systems may
adversely affect our business, results of operations and financial condition” on page 53.
INSURANCE
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.
We have obtained and maintain appropriate and specialized insurance for commercial general liability and
erection all risk policies for each project for the duration of the project and the defect liability period and generally
maintain comprehensive insurance coverage for our assets and operations at levels that we believe to be
appropriate.
Loss or damage to our materials, property and/or materials used in a project, including contract works, whether
permanent or temporary, and materials or equipment whether supplied by us or supplied to us by the client, are
generally covered by our “corporate general liability” and “erection all risk” insurance policy. We have also
obtained automobile policies, business secure policy, marine insurance, fire policy, workmen compensation
policies as well as a group health insurance policy for our full-time employees.
We believe that the level of insurance we maintain is appropriate for the risks of our business. However, we cannot
assure you that our current insurance policies will insure us fully against all risks and losses that may arise in
future. Even if such losses are incurred, we may be required to pay a significant deductible on any claim for
recovery of such a loss, or the amount of the loss may exceed our coverage for the loss. See ‘Risk Factors –Our
insurance coverage may not be adequate to protect us against all potential losses to which we may be subject and
this may have an adverse effect on our business’ on page 53.
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.
327The 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:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
₹ millions ₹ millions ₹ millions
Expenditure towards
Corporate Social 1.50 3.81 0.80
Responsibility
INTELLECTUAL PROPERTY RIGHTS
As on the date of this Draft Red Herring Prospectus, our Company has made applications for registration of 4
trademarks before the Trade Marks Registry, for our logo which appears on the cover page of this Draft Red
Herring Prospectus, which are pending at various stages in India. For details of our intellectual property, see
“Government and Other Approvals” on page 489.
The following table provides the details of the applications of such trademarks:
Sr No. Particulars Issuing Authority Date of Application
application status
1. Trademark application bearing Trademark Registry August 22, Filed
number 6587212 under Class 6 of 2024
the Trade Marks Act, 1999
2. Trademark application bearing Trademark Registry August 22, Filed
number 6587213 under Class 7 of 2024
the Trade Marks Act, 1999
3. Trademark application bearing Trademark Registry August 22, Filed
number 6587214 under Class 37 of 2024
the Trade Marks Act, 1999
4. Trademark application bearing Trademark Registry August 22, Filed
number 6587214 under Class 40 of 2024
the Trade Marks Act, 1999
We have acquired, developed and continue to acquire and develop knowledge and expertise, or know-how, and
trade secrets in our businesses. Our know-how and trade secrets in our businesses are not patented, however, they
are valuable in that they enhance our ability to provide high-quality products and services to our customers.
PROPERTIES
Our Registered and Corporate Office is located at Office No. 1322 to 1326, Swati Crimson and Clover, Near Shilaj
Circle, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059. We have one Manufacturing Facility located at Block
No. 762, Paiki Ahmedabad – Mehsana Express Highway, Village-Pla Taluka-Kalol, Gandhinagar, India.
Brief details of our owned and leased immovable properties as on the date of this Draft Red Herring Prospectus
are set out below:
Owned Properties:
Sr. Date of
Purpose Property Description Area
No Acquisition
Office No. 1322 to 1326, Swati
Our Registered
Crimson and Clover, Near Shilaj
1. a nd Corporate 2,693.76 square feet December 21, 2022
Circle, Shilaj, Ahmedabad,
Office
Daskroi, Gujarat, India, 380059
Survey No. 742, Nandasan, Kadi, 4,347 square metres
2. V acant Land January 5, 2022
Mehsana, Gujarat, India
Block No. 732, Nandasan, 4,247 square metres
3. V acant Land Laxmipura Taluka, Kadi District, January 5, 2022
Mehsana, Gujarat, India
328Leased Properties:
Sr.
Purpose Property Description Area Lessor Term
No.
Block No. 762, Paiki
Ahmedabad – Mehsana
12,260 Oswal 10 years from April
Manufacturing Express Highway,
1. square Industries 23, 2025, valid till
Facility Village-Pla Taluka-
meters Limited April 22, 2035
Kalol, Gandhinagar,
India
Block No. 729, Paiki,
Ahmedabad – Mehsana 3 years from
Oswal
Express Highway, 6,779 square September 18, 2024
2. W arehouse Industries
Village-Pla Taluka- meters valid till September
Limited
Kalol, Gandhinagar, 17, 2027
India
Khasra No 1051/393 &
2 years valid from
1262/393, MPT Road,
150,000 M/s Tan Singh November 1, 2024
3. Si te Office Bandra (Patwar
square feet Chauhan till October 31,
Mandal), The-Barmer,
2026
Rajasthan
1314-1315, Swati
11 months and 28
Clover, Nr Shilaj
Registered and 1,376 square Padmavati days valid from
4. Circle, SP Ring Road,
Corporate Office feet Babulal Bokadia April 1, 2025 till
Thaltej, Ahmedabad-
March 28, 2026
380054
1316-1317, Swati
11 months and 28
Clover, Nr Shilaj
Registered and 1,410 square Usha Ratan days valid from
5. Circle, SP Ring Road,
Corporate Office feet Bokadia April 1, 2025 till
Thaltej, Ahmedabad-
March 28, 2026
380054
1318-1319, Swati
11 months and 28
Clover, Nr Shilaj
Registered and 1,410 square Sarika Jayant days valid from
6. Circle, SP Ring Road,
Corporate Office feet Bokadia April 1, 2025 till
Thaltej, Ahmedabad-
March 31, 2026
380054
1320-1321, Swati
11 months and 28
Clover, Nr Shilaj
Registered and 2,169 square Rekha Jitendra days valid from
7. Circle, SP Ring Road,
Corporate Office feet Bokadia April 1, 2025 till
Thaltej, Ahmedabad-
March 31, 2026
380054
COMPETITION
Large, well-established EPC companies dominate the market and are preferred by major oil and gas operators due
to their proven expertise, financial stability, and capacity to handle large projects. Mid-sized EPC firms face fierce
competition from these dominant players, making it hard to win significant contracts. Our company operates in a
competitive landscape and faces competition from several established players in the oil and gas EPC segment,
including Anup Engineering, Deep Industries Ltd, Patels Airtemp (India) Ltd., Lloyds Engineering Works
Limited, among others. These companies also offer comparable EPC and process equipment solutions across
similar segments, with capabilities in modular fabrication, gas processing, and midstream infrastructure. (Source:
D&B Report)
The EPC industry has high entry barriers for mid-sized EPC companies like access to skilled labour and experience
workers, competition from established players, limited access to major contracts, cost overruns, scope creep, and
disputes
To remain competitive in our markets, we must continuously strive to reduce our costs of production, through
329automation and innovation and improve our operating efficiencies. Some of our competitors have greater financial
and other resources and better access to capital than we do, which may enable them to compete more effectively,
or better geographical reach which gives them the ability to quote competitively as the transportation costs are
limited. For details, see “Industry Overview” beginning on page 148.
330KEY REGULATIONS AND POLICIES
The description is a summary of the key statutes, rules, regulations, notifications, memorandums, circulars and
policies which are applicable to our Company and the business undertaken by our Company.
Taxation statutes such as the Income Tax Act, 1961, the Customs Act, 1962, professional tax legislations, wherever
applicable and the relevant goods and service tax legislation apply to us as they do to any Indian company. For
details of government approvals obtained by our Company, see “Government and Other Approvals” on page 489.
The information in this section, 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 and has
been obtained from publications available in the public domain. The description of the applicable laws and
regulations, as given below, is only intended 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.
Industry Specific Regulations
Petroleum and Natural Gas Rules, 1959 (“PNG Rules”)
The PNG Rules, notified by the GoI in pursuance of its authority under the Oilfields Act, provides the framework
for grant of PELs and PMLs. The PNG Rules prohibit prospecting or exploitation of any oil or natural gas unless
a license or lease has been granted under the PNG Rules. A PEL and PML entitle the licensee to an exclusive right
to a lease for extracting oil and gas from the contract area. PELs and PMLs are granted by the MoPNG for offshore
areas, and by the relevant state governments, with prior approval of GoI, for onshore areas. The PNG Rules further
states that a licensee or lessee is required to provide GoI or its designated agency, being the DGH, all data obtained
or to be obtained as a result of petroleum operations under the license or lease, including geological, geophysical,
geochemical, petrophysical, engineering, well logs, maps, magnetic tapes, cores, cuttings and production data, as
well as all interpretive and derivative data, including reports, analysis, interpretations and evaluations prepared in
respect of petroleum operations. GoI is the sole authority to determine proprietary nature of the concerned data.
Petroleum and Natural Gas Regulatory Board (Integrity Management System for Natural gas pipelines)
Regulations, 2012
These regulations apply to all the entities laying, building, operating or expanding natural gas pipelines and are
meant for implementing an effective and efficient integrity management plan for natural gas pipeline system.
Bureau of Indian Standards Act, 2016 (the “BIS Act”) and the Bureau of Indian Standards (Conformity
Assessment) Regulations, 2018 and amendments thereto (“Conformity Regulations”)
The BIS Act provides for the establishment of a bureau for the standardisation, marking and quality certification
of goods. The BIS Act provides for the functions of the Bureau of Indian Standards which includes, among others
(a) recognize as an Indian standard, any standard established for any article or process by any other institution in
India or elsewhere; (b) specify a standard mark to be called the, Bureau of Indian Standards Certification Mark,
which shall be of such design and contain such particulars as may be prescribed to represent a particular Indian
standard; and (c) make such inspection and take such samples of any material or substance as may be necessary
to see whether any article or process in relation to which the standard mark has been used conforms to the Indian
Standard or whether the standard mark has been improperly used in relation to any article or process with or
without a license. The Bureau of Indian Standards Rules, 2018 lay down inter alia the procedure for the
establishment and review of Indian standards, adoption of standards as Indian standards and for publishing of
Indian standards. The Bureau of Indian Standards (Conformity Assessment) Regulations, 2018 provides inter alia
the Scheme of Inspection and Testing, Labelling and Marking requirements, conditions, validity, renewal, scope
of licence. Companies committing offences under the BIS Act are liable to be punished in the manner provided
for.
331The Boilers Act, 1923 (“Boilers Act”) and the Indian Boiler Regulations, 1950 (“Boiler Regulations”)
The Boilers Act seeks to regulate, inter alia, the manufacture, possession, and use of boilers. In terms of the
provisions of the Boilers Act, an owner of a boiler is required to get the boiler registered and certified for its use,
by an inspector appointed by the relevant State Government. The Boiler Regulations have been framed under the
Boilers Act. The Boiler Regulations deal with the materials, procedure, and inspection techniques to be adopted
for the manufacture of boilers and boiler mountings and fittings.
Draft National Renewable Energy Act, 2015 (“Draft NRE Act”)
The Draft NRE Act has been formulated by the Ministry of New and Renewable Energy (“MNRE”) with the aim
to promote the production of energy through use of renewable energy sources. The Draft NRE Act seeks to
provide a framework to facilitate and promote the use of renewable energy. It aims to address issues with respect
to renewable energy such as the principles of grid planning and operation and the concept of national targets and
its compliance by utilities. It proposes the creation of a framework for governance of renewable energy at the
national and state level by creating a national renewable energy committee and a national renewable energy
advisory group. It also requires states to establish a state-level implementing agency responsible for implementing
renewable projects. The Draft NRE Act would require the MNRE to prepare and publish a national renewable
energy policy in consultation with the state governments, from time to time, to formulate and implement a state
level renewable energy policy, and renewable energy plan taking into consideration the applicable national
renewable energy policy and national renewable energy plan. Among other things, the Draft NRE Act proposes
to empower the GoI and State Governments to establish national renewable energy funds and state green funds,
respectively, to meet the expenses incurred for implementing the national renewable energy policy and national
renewable energy plan.
Public Liability Insurance Act, 1991 (“Public Liability Act”)
The Public Liability Act provides for public liability insurance for the purpose of providing immediate relief to
the persons affected by accident occurring while handling any hazardous substance and for matters connected
therewith or incidental thereto. The Public Liability Act imposes liability on the owner or controller of hazardous
substances for any damage arising out of an accident involving such hazardous substances. A list of hazardous
substances covered by the legislation has been enumerated by the Government by way of a notification dated
March 24, 1992. The owner or handler is also required to take out one or more insurance policies insuring against
liability under the legislation and renew the same periodically. The Public Liability Act also provides for the
establishment of the Environmental Relief Fund, which shall be utilised towards payment of relief granted under
the Public Liability Act. The rules made under the Public Liability Act mandate that the employer has to contribute
towards the Environment Relief Fund, a sum equal to the premium paid on the insurance policies. This amount is
payable to the insurer.
Environmental laws
The Environment (Protection) Act, 1986 (“EPA”) read with The Environment (Protection) Rules, 1986
The EPA has been enacted for the protection and improvement of the environment. It stipulates that no person
carrying on any industry, operation or process shall discharge or emit or permit to be discharged or emit any
environmental pollutant in excess of such standards as may be prescribed. Further, no person shall handle or cause
to be handled any hazardous substance except in accordance with such procedure and after complying with such
safeguards as may be prescribed. EPA empowers the Central Government to take all measures necessary to protect
and improve the environment such as laying down standards for emission or discharge of pollutants, providing
for restrictions regarding areas where industries may operate and generally to curb environmental pollution.
332Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and
empowering the relevant state pollution control boards. Under the Water Act, any individual, industry or
institution discharging industrial or domestic waste into water must obtain the consent of the relevant state
pollution control board, which is empowered to establish standards and conditions that are required to be complied
with.
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
Under the Air Act, the relevant state pollution control board may inspect any industrial plant or manufacturing
process and give orders, as it may deem fit, for the prevention, control and abatement of air pollution. Further,
industrial plants and manufacturing processes are required to adhere to the standards for emission of air pollutants
laid down by the relevant state pollution control board, in consultation with the Central Pollution Control Board.
The relevant state pollution control board is also empowered to declare air pollution control areas. Additionally,
consent of the state pollution control board is required prior to establishing and operating an industrial plant. The
consent by the state pollution control board may contain provisions regarding installation of pollution control
equipment and the quantity of emissions permitted at the industrial plant.
The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008 (“Hazardous
Wastes Rules”)
The Hazardous Wastes Rules set out the regulations for management and disposal of environmental waste. It
mandates that every facility generating hazardous waste must obtain prior approval from the relevant state
pollution control board. Particular attention must be paid to the recycling the hazardous waste. In the case of
improper handling and disposal, every occupier transporter and the operator of a facility generating hazardous
waste are liable for environmental damage and penalties thereunder.
The Public Liability Insurance Act, 1991 (“Public Liability Act”)
The Public Liability Act, along with the Public Liability Insurance Rules, 1991, require the owner to contribute
towards the environment relief fund of a sum equal to the insurance premium paid to the insurer. Further, a liability
is imposed on the owner or controller of hazardous substances, in relation to death/injury of a person, or any
damage to property arising out of an accident involving such hazardous substances. Vide notification, the Central
Government has enumerated a list of hazardous substances covered by the legislation.
Labour laws
We are subject to various labour laws for the safety, protection, condition of working, employment terms and
welfare of labourers and/or employees of us:
• Factories Act, 1948
• The Contract Labour (Regulation and Abolition) Act, 1970
• The Payment of Bonus Act, 1965
• The Payment of Gratuity Act, 1972
• The Employees State Insurance Act, 1948
• The Employees Provident Funds and Miscellaneous Provisions Act, 1952
• The Equal Remuneration Act, 1976
• The Minimum Wages Act, 1948
• The Payment of Wages Act, 1936
• The Employee’s Compensation Act, 1923
• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
• Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
• The Maternity Benefit Act, 1961
333• Child Labour (Prohibition and Regulation) Act, 1986
• The Industrial Employment (Standing Orders) Act, 1946
Factories Act, 1948 (the “Factories Act”)
The Factories Act defines a “factory” to cover any premises which employs 10 or more workers and in which
manufacturing process is carried on with the aid of power and any premises where there are at least 20 workers,
even while there may not be an electrically aided manufacturing process being carried on. State Governments
have the authority to formulate rules in respect of matters such as prior submission of plans and their approval for
the establishment of factories and registration and licensing of factories. The Factories Act provides that the person
who has ultimate control over the affairs of the factory and in the case of a company, any one of the directors,
must ensure the health, safety and welfare of all workers. It provides such safeguards of workers in the factories
as well as offers protection to the exploited workers and improve their working conditions. This legislation is
being enforced by the Central Government through officers appointed under the Factories Act i.e., Inspectors of
Factories, Deputy Chief Inspectors etc. who work under the control of the Chief Inspector of Factories and overall
control of the Labour Commissioner. The ambit of the Factories Act includes provisions as to the approval of
factory building plans before construction or extension, investigation of complaints, maintenance of registers
and the submission of yearly and half-yearly returns.
Other Labour Legislations
In order to rationalize and reform labour laws in India, the Government has enacted four labour codes that would
subsume primarily all of the central labour laws and would collectively form the governing labour legislations, as
and when brought into effect. These four codes are:
(a) Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes four
existing laws namely –the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment
of Bonus Act, 1965, Professional Tax Act, 1975 and the Equal Remuneration Act, 1976. It regulates,
inter alia, the minimum wages payable to employees, the manner of payment and calculation of wages
and the payment of bonus to employees.
(b) Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the
conditions of employment in industrial establishments and undertakings, and the investigation and
settlement of industrial disputes. It subsumes and simplifies the Trade Unions Act, 1926, the Industrial
Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947.
(c) Code on Social Security, 2020, which amends and consolidates laws relating to social security, and
subsumes various social security related legislations, inter alia including the Employee’s State Insurance
Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity
Benefit Act,1961 and the Payment of Gratuity Act, 1972. It governs the constitution and functioning of
social security organisations such as the Employee’s Provident Fund and the Employee’s State Insurance
Corporation, regulates the payment of gratuity, the provision of maternity benefits and compensation in
the event of accidents that employees may suffer, among others.
(d) The Occupational Safety, Health and Working Conditions Code, 2020, consolidates and amends the
laws regulating the occupational safety and health and working conditions of the persons employed in an
establishment. It replaces 13 old central labour laws including the Contract Labour (Regulation and
Abolition) Act, 1970 and received the presidential assent on 28 September 2020.
These codes shall become effective on the day that the Government shall notify for this purpose.
Intellectual Property Laws
The Trade Marks Act, 1999 (“Trademarks Act”)
The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive
rights to marks such as a brand, label and heading and obtaining relief in case of infringement. The
Trademarks Act also prohibits any registration of deceptively similar trademarks or compounds, among
others. It also provides for infringement, falsifying and falsely applying trademarks.
The Patents Act, 1970 (“Patents Act”)
334The Patents Act provides for the application and registration of new inventions of products or processes for
granting exclusive rights to the holder of such a patent and obtaining relief in case of infringement. Under
the Patents Act, the registration is granted for a fixed period and after the expiry of the term of the patent, it
becomes available in the public domain for use without having to pay any fee / royalty to the inventor of the
product or process.
Designs Act, 2000 (“Designs Act”)
Industrial designs have been accorded protection under the Designs Act. A ‘Design’ means only the features
of shape, configuration, pattern, ornament or composition of lines or colour applied to any article whether
two dimensional or three dimensional or in both forms, by any industrial process or means, whether manual,
mechanical or chemical, separate or combined, which in the finished article appeal to and are judged
solely by the eye, but does not include any mode or principle or construction or anything which is in
substance a mere mechanical device, and expressly excludes works accorded other kinds of protection
like property marks, Trademarks and Copyrights. Any person claiming to be the proprietor of a new or
original design may apply for registration of the same under the Act before the Controller-General of Patents,
Designs and Trade Marks.
Taxation related Laws
The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central
Government and State Governments. GST provides for imposition of tax on the supply of goods or services
and will be levied by the Central Government and by the state government including union territories on intra-
state supply of goods or services. Further, Central Government levies GST on the inter-state supply of goods
or services. The GST is enforced through various acts viz. Central Goods and Services Act,2017 (“CGST”),
relevant state’s Goods and Services Act, 2017 (“SGST”), Union Territory Goods and Services Act, 2017
(“UTGST”), Integrated Goods and Services Act, 2017 (“IGST”), Goods and Services (Compensation to
States) Act, 2017 and various rules made thereunder.
Further, the Income-tax Act, 1961 (the “Income Tax Act”) is applicable to every company, whether domestic
or foreign whose income is taxable under the provisions of the Income Tax Act or rules made there under
depending upon its “Residential Status” and “Type of Income” involved. The Income Tax Act provides for
the taxation of persons resident in India on global income and persons not resident in India on income
received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every
company assessable to income tax under the Income Tax Act is required to comply with the provisions
thereof, including those relating to tax deduction at source, advance tax, minimum alternative tax, etc. In
2019, the Government has also passed an amendment act pursuant to which concessional rates of tax are
offered to a few domestic companies and new manufacturing companies.
Other applicable laws
In addition to the above, our Company is also required to comply with the Companies Act, 2013 and rules
framed thereunder, the Competition Act, 2002 and other applicable statutes imposed by the Centre or the
State Government and authorities for our day-to-day business and operations.
The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999,
the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the
consolidated FDI policy (effective from October 15, 2020) issued by the Department for Promotion of
Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known as the
Department of Industrial Policy and Promotion (“Consolidated FDI Policy”), each as amended. Further, the
Reserve Bank of India has enacted the Foreign Exchange Management (Mode of Payment and Reporting of
Non-Debt Instruments) Regulations, 2019 on October 17, 2019, which regulates mode of payment and
remittance of sale proceeds, among others. Under the Consolidated FDI Policy, 100% foreign direct
investment under the automatic route, i.e., without requiring prior governmental approval, is permitted in the
manufacturing sector. The FDI Policy the FEMA Rules prescribe inter alia the method of calculation of total
foreign investment (i.e., direct foreign investment and indirect foreign investment) in an Indian company.
The Micro, Small and Medium Enterprises Development Act, 2006 was enacted in order to promote and
enhance the competitiveness of Micro, Small and Medium Enterprise (“MSME”). As per the notification no.
F. No. 2/1(5)/2019-P&G/Policy (Pt.-IV) dated June 01, 2020, the Central Government notified the following
criteria for the classification of MSME with effect from July 01, 2020: as a micro-enterprise, where the
335investment in plant and machinery or equipment does not exceed One Crore Rupees and turnover does not
exceed Five Crore Rupees; a small enterprise, where the investment in plant and machinery or equipment
does not exceed ten crore rupees and turnover does not exceed Fifty Crore Rupees; and a medium enterprise,
where the investment in plant and machinery or equipment does not exceed Fifty Crore Rupees and turnover
does not exceed Two Hundred and Fifty Crore Rupees.
336HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as ‘Oswal Infra-Park Limited’, a public limited company under the
Companies Act, 1956 at Ahmedabad, Gujarat, pursuant to a certificate of incorporation dated January 28, 2013,
issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad. Thereafter, the name of
our Company changed from ‘Oswal Infra-Park Limited’ to ‘Oswal Infrastructure Limited’ pursuant to a scheme
of arrangement in the nature of merger and de-merger which was sanctioned by the Hon’ble High Court of Gujarat
vide order February 5, 2016. and subsequently, a fresh certificate of incorporation dated July 19, 2016, was issued
by the RoC. Thereafter, the name of our Company was again changed from ‘Oswal Infrastructure Limited’ to
‘Oswal Energies Limited’ pursuant to a resolution passed by our Board on April 23, 2024 a special resolution
passed by our shareholders on May 8, 2024. A fresh certificate of incorporation reflecting this change was issued
by the RoC on June 19, 2024
We received our certificate of commencement of business, issued by the RoC on February 25, 2013.
Changes in the registered office of our Company
Except as disclosed below, there has been no change in the registered office of our Company since its
incorporation.
Date of Old Address New Address Reasons for change
change of registered office
June 15, 2019 Above Shah Super Market, 1301, 13th Floor, Maple Trade Administrative
Mahendra Mill Road, Kalol Center, Sun and Step Club Road, convenience
Gujarat-382721, India Saurdhara to Sattadhar Road,
Thaltej, Ahmedabad-380059,
Gujarat, India
August 1, 1301, 13th Floor, Maple Trade Office No. 1322 to 1326, Swati Administrative
2023 Center, Sun and Step Club Road, Crimson and Clover, Near Shilaj convenience
Saurdhara to Sattadhar Road, Circle, Shilaj, Daskroi,
Thaltej, Ahmedabad-380059, Ahmedabad-380059, Gujarat,
Gujarat, India India,
Main objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
*1. To develop set up, promote, establish, start, run, manage, operate, participate, support, encourage, assist in,
maintain, a Special Economic Zone (SEZs) including Free Trade Warehousing Zones (FTWZs), Industrial Park
for establishment of industrial and commercial undertakings by constructing roads, buildings, structures,
arranging water supply, electricity supply and other energy sources, developing sewage systems, effluent
treatment systems, hotels, restaurants, recreational center, garden, hospitals, medical/clinical facilities,
education and training centers and provide all other amenities and facilities as may be necessary for
establishment of Special Economic Zones and to project and further the interest of the SEZs, and persons
associated/intending to be associated with SEZs like existing and intending Developers, Co- Developers, Sponsor,
Entrepreneurs, Units.
2. ** To carry on the business of manufacturers, designer, developer, service provider, importer, exporter, agent,
marketer and distributor of all kinds of skids and other engineering goods utilized in Petro Chemical and Oil and
Gas Andustries, Sectionalizing Valve Station for cross country Oil and Gas Transmission Pipe Lines, Fire
Fighting System, Storage Tanks, Pressure Vessel and Heat Exchanger for Petrochemical and Process Industries.
Note: *Clause I has been altered pursuant to Clause 13 (B) of the Scheme of Arrangement as sanctioned by the
High Court of Gujarat in their Combined Final Order dated 08.02.2016. (Name Changed from Oswal Infra-Park
Limited to Oswal Infrastructure Limited).
**Clause III (A) (2) has been inserted pursuant suant to Clause 13 (A) of the Scheme of Arrangement as
sanctioned by the High Court of Gujarat in their Combined Final Order dated 08.02.2016
The main objects clause and matters necessary for furtherance of the main objects as contained in our
Memorandum of Association enable our Company to carry on the business presently being undertaken by us.
337Amendments to our Memorandum of Association in the last 10 years
Set out below are the amendments to our Memorandum of Association in the last 10 years except as disclosed
under “Changes in the registered office of our Company” above:
Date of Shareholder’s Particulars
resolution/ Order
July 7, 2015 Clause V of the MoA was substituted to reflect the increase in the authorized share
capital of our Company from ₹ 5,00,000 consisting of 50,000 Equity Shares of ₹10
each to ₹10,000,000 consisting of 10,00,000 Equity Shares of ₹10 each.
Pursuant to the order Clause I of the MoA was substituted to reflect the change in the name from ‘Oswal
February 5, 2016 passed Infra-Park Limited’ to ‘Oswal Infrastructure Limited’
by the Hon’ble High Clause III (A) (Object Clause) of the Memorandum of Association of the Company
Court of Gujarat be altered by addition of following Object as Clause III(A)(2) as under:-
“2. To carry on the business of manufacturers, designer, developer, service provider,
importer, exporter, agent, marketer and distributor of all kinds of skids and other
engineering goods utilized in Petro Chemical and Oil and Gas Industries,
Sectionalizing Valve Station for cross country Oil and Gas Transmission Pipe Lines,
Fire Fighting System, Storage Tanks, Pressure Vessel and Heat Exchanger for
Petrochemical and Process Industries.”
May 2, 2016 Clause V of the MoA was substituted to reflect the increase in the authorized share
capital of our Company from ₹ 10,000,000 consisting of 1,000,000 Equity Shares of
₹10 each to ₹ 3,00,00,000 consisting of 30,00,000 Equity Shares of ₹10 each.
September 29, 2018 Clause V of the MoA was substituted to reflect the increase in the authorized share
capital of our Company from ₹ 30,000,000 consisting of 3,000,000 Equity Shares of
₹10 each to ₹ 5,00,00,000 consisting of 50,00,000 Equity Shares of ₹10 each.
May 8, 2024 Clause I of the MoA was substituted to reflect the change in the name from ‘Oswal
Infrastructure Limited’ to ‘Oswal Energies Limited’
Clause III[C] (Object Clause) of the Memorandum of Association was deleted as the
Company was incorporated under the Companies Act, 1956 and the Clause is no
longer required as per the provisions of Companies Act, 2013
The Company was incorporated under the Companies Act, 1956 and has adopted the
Articles of Association (AOA) as per the said law. Since the Company is changing its
name and is altering its Memorandum of Association, it is necessary to adopt new set
of Articles of Association as per the Companies Act, 2013, as per Table F, in line with
the provisions of the Companies Act, 2013. Accordingly new set of AOA was adopted
by the company
November 15, 2024 Clause V of the MoA was substituted to reflect the increase in the authorized share
capital of our Company from ₹ 50,000,000 consisting of 5,000,000 Equity Shares of
₹10 each to ₹ 60,00,00,000 consisting of 60,000,000 Equity Shares of ₹10 each.
Major events and milestones of our Company
The table below sets forth the major events and milestones in the history of our Company:
Calendar Year Particulars
2011 Our Company received the first order from GSPC Gas Company Limited
2012 Our Company received the first engineering, procurement and construction (“EPC”)
project from Continental India Limited for mechanical utility works
2014 Our Company received its first order from Cairn India Limited making their entry into
the oil and gas EPC sector
2017 Our Company laid its first gas pipeline project from Gujarat Gas Limited. Additionally,
our Company acquired the ECIS Group S.R.L., Italy
2021 Our Company received its first order from ExxonMobil Oil Corporation, USA
Awards, accreditations and recognition
The table below sets forth key awards, accreditations and accolades received by our Company:
Calendar Year Particulars
2012 Received an award for “Emerging Company in Oil and Gas EPC” by EPC World
Awards, 2012
338Calendar Year Particulars
2017 Received the ‘Promising New Vendor for Adani Ports and Special Economic Zone
Ltd’ Award – 2017’ by Adani Limited
2022 Received the certificate for being as one of the top 10 ‘Plant Engineering Service
Providers 2022’ by Industry Outlook
2023 Received the ‘Company Spotlight’ Award by Industry Outlook
2023 Received a certificate of appreciation certificate in recognition of ‘500,000 safe
manhours without LTI in provision of integrated development surface facility works
for Mangala 14 producers and 9 injector wells’
Significant financial and strategic partnerships
Our Company does not have any significant financial or strategic partnerships as on the date of this Draft Red
Herring Prospectus.
Time/cost overrun in setting up projects
There have been no time and cost over-runs due to reasons attributable to our Company in setting up projects by
our Company since our incorporation. For further details, see “Risk Factors 5-The construction of EPC projects,
including the required infrastructure, is subject to a number of contingencies. If these new projects are affected
by such contingencies, our business, results of operations, financial condition and cash flows may be adversely
affected” on page 64.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
There has been no instance of rescheduling/restructuring of borrowings with financial institutions/ banks in respect
of our borrowings from lenders.
Launch of key products or services, entry into new geographies or exit from existing markets,
capacity/facility creation, location of projects
For details of key products or services offered by our Company, entry into new geographies or lines of business
or exit from existing markets, capacity/facility creation or location of projects, see “Our Business” on page 305.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last 10 years
Except as disclosed below, our Company has not made any material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years.
(i) de-merger of Projects Division (Projects Division) of Oswal Infrastructure Limited (De-merged Company)
into Oswal Infra-Park Limited (Resulting company)(“Part I of the Scheme2) ii) merger of Sarth Fincap
Private Limited (Transferor Company 1) and Nihon Overseas Private Limited (Transferor Company 2) with
Oswal Infrastructure Limited (Transferee Company) (“Part II of the Scheme) (together as “Scheme 1)
Our Company, being the Resultant Company, entered into a scheme of composite arrangement, under sections
391 to 394 and other applicable provisions of the Companies Act, 1956/ sections 230 and 232 and other applicable
provisions of Companies Act, 2013. This Scheme-1 was sanctioned by the High Court of Gujarat at Ahmedabad
through its order dated February 5, 2016. (“Order”). The appointed date of the Scheme of Amalgamation was
April 1, 2015. The appointed date of the Scheme-2 refers to April 1, 2015 (“Appointed Date”) and whereas the
effective date refers to the date of the certified copy of the Order (“Effective Date”)
The Scheme 1, inter alia, provides the following:
Under Part I, the Project Division of Oswal Infrastructure Limited shall transferred to and vested in Oswal Infra-
Park Limited as follows:
a. Basis the valuation report obtained by the Company dated July 2, 2015, the following was considered:
i. 7,49,870/- Equity Share of ₹.10 each credited as fully paid up of Oswal Infra Park Limited will be
issued to the shareholders of Oswal Infra Park Limited in consideration of merger of project division
of Oswal Infrastructure Limited with Oswal Infra Park Limited
ii. 1 Equity share of ₹10/- each credited as fully paid of Oswal Infrastructure Limited against 100 equity
shares of Rs. 10 each held of Sarth Overseas Private Limited in consideration of it merger
iii. 3 Equity share of ₹10/- each credited as fully paid of Oswal Infrastructure Limited against 100 equity
shares of Rs. 10 each held of Nihon Fincap Private Limited in consideration of it merger.
339b. All the assets and properties of the Project Division shall be transferred by Demerged Company to the
Resultant Company at the value appearing in the books of account of the Demerged Company as on the
Appointed Date
c. All the liabilities related to the Project Division shall be transferred by the Demerged Company to the
Resultant Company on the Appointed Date
d. The transfer of the Projects Division of the Demerged Company is a going concern basis including the
stock-in-trade, for the Resultant Company to be in a position to carry on the business of the Company in
the premises of the Demerged Company
e. The name of the Demerged Company shall be transferred to the Resultant Company
f. In consideration of transfer of the Project Division, the Resultant Company shall issue 17 Equity Shares
to the shareholders of the Demerged Company against 100 Equity Shares held by them in the De-merged
Company
g. The authorized share capital of Resultant Company is increased to ₹ 1,00,00,000 consisting of 1,00,000
Equity Shares of ₹ 10 face value.
Under Part II, Transferor Company 1 and Transferor Company 2 (together as “Transferor Companies”) were
transferred to the Demerged Company/Transferee Company wherein the Transferee Company changed its name
to ‘Nimba Nature Cure Private Limited’. The Transferor Companies shall stand dissolved without winding up on
the Effective Date. Additionally, the name of the Demerged Company is changed to “Nimba Nature Cure Private
Limited”.
Composite scheme of arrangement for (i) amalgamation entered into between ECIS Group S.R.L unipersonal
Limited Liability Company, Italy (“Transferor Company”) into Oswal Infrastructure Limited (“Transferee
Company”)
Our Company filed a petition for approval of a composite scheme of arrangement (“Scheme 2”) for (i)
amalgamation of Transferee Company into Transferor Company under Section 230, 231 and 234 of the
Companies Act, 2013 before the National Company Law Tribunal, Ahmedabad Bench (“NCLT”). The Transferor
Company and the Transferee Company, being under the same management and closely held by limited companies,
have filed for this Composite Scheme of Arrangement to broaden the capital base of the resultant company,
reduced the duplication of overhead expenses and diversify into various other profitable businesses.
The NCLT vide its order dated October 26, 2018 (“Order”) approved the composite scheme of arrangement with
effect from the date of the Order vesting the assets, properties, liabilities, rights, duties, obligations, and the like
of the Transferor Company in the Transferee Company (the “Effective Date”) for the Transferor Companies, and
the Transferee Company and their respective shareholders and creditors.
The Scheme 2, inter alia, provides the following:
a.The Transferee Company paid a lump sum of € 40,000.00 for the acquisition of the Transferor Company.
b. The whole undertaking of the Transferor Company including assets, investments and properties and
employees, shall stand transferred and deemed to be transferred to and vested in the Transferee Company.
Any statutory licenses, permissions, approvals or trademarks held by the Transferor Company required to
carry on transactions shall be vested to the Transferee Company.
c.All debts, liabilities, contingent liabilities, duties, and obligations and legal proceedings shall stand
transferred to the Transferee Company
d. All the direct taxes paid, direct tax refund due or receivable, carried forward losses, depreciation, capital
losses, pending balances of amortization etc. shall be transferred to the Transferor Company
e.The transfer and vesting of the assets and investments of the Transferor Company shall be subject to the
existing securities, charges., if any subsisting, in respect of the property and assets or any part thereof of
the Transferor Company.
f. All the loans, investments, or other obligations, if any due or outstanding between the Transferor Company
and the Transferee Company shall stand discharged.
g. All the contracts, deeds, bonds, agreements, and other instruments to which the Transferor Company is
a party or a beneficiary, shall remain in force, in favour of or against, and may be enforced against the
Transferee Company.
h. All the deposits, including the public deposits, debentures, bonds, shall not be combined with any existing
outstanding deposit scheme, debentures, bonds of the Transferor Company.
i. All the suits, actions, proceedings pending against or by the Transferor Company shall be continued and
enforced by or against the Transferee Company. Whereas, all the suits, actions, or legal proceedings
initiated or against the Transferee Company shall continue against the Transferee Company.
j. From the effective date, the Transferor Company shall carry all the business activities and stand possessed
of its properties and assets for the Transferee Company
340k. All the assets and liabilities of the Transferor Company shall be recorded by the Transferee Company in
its books of accounts, at their fair value except the current assets and liabilities.
Guarantees provided to third parties by our Promoters offering their Equity Shares in the Offer for Sale
Except as provided below, as on the date of this Draft Red Herring Prospectus, no outstanding guarantee has been
issued by our Promoters, Dixit Jitendra Bokadia, Ratan Babulal Bokadia, and Jayant Babulal Bokadia, offering
their Equity Shares in the Offer for Sale to third parties.
S. Date of Guarantee Borrower Guarantee Type of facility
No guarantee/sanct issued in amount (₹
. ion favour of in million)
1. October 7, 2024 HDFC Bank Oswal Energies Limited 750.00 Cash Credit
2. December 24, Kotak Oswal Energies Limited 715.00 Cash Credit
2018 Mahindra Bank
Shareholders’ agreement and other key agreements
There are no inter-se agreements, arrangements, deeds of assignment, acquisition agreements, shareholders’
agreements, any agreements between our Company, our Promoters, and Shareholders, or agreements of like nature
or agreements comprising clauses/covenants which are material to our Company. Further, there are no other
clauses/covenants that are adverse or prejudicial to the interest of the minority/public shareholders of our
Company. There are no other agreements or arrangements entered into by our Company or clauses or covenants
applicable to our Company which are material, and which are required to be disclosed, or the non-disclosure of
which may have bearing on the investment decision of prospective investors in the Offer.
Key terms of other subsisting material agreements
Our Company has not entered into any subsisting material agreements with strategic partners, joint venture
partners and/or financial partners other than in the ordinary course of business of our Company.
Agreements with Key Managerial Personnel or Senior Management Personnel or Directors or Promoters
or any other employee
As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial
Personnel or Senior Management Personnel or Directors or Promoters or any other employee of our Company,
either by themselves or on behalf of any other person, with any shareholder or any other third party with regard
to compensation or profit sharing in connection with dealings in the securities of our Company.
Our holding company
As on the date of this Draft Red Herring Prospectus, our Company has no holding company.
Our Subsidiaries, associates or joint ventures
As on the date of this Draft Red Herring Prospectus, our Company does not have any subsidiaries, joint ventures
or associates.
Confirmations
There are no material clauses of our Articles of Association that have been left out from disclosures having a
bearing on the Offer or this Draft Red Herring Prospectus.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations of the Company) and the Company, Promoters, Promoter Group, Key Managerial Personnel,
Directors and Subsidiaries and its directors.
Except as disclosed in “Our Promoters and Promoter Group” on page 364, there is no conflict of interest between
the lessor of immovable properties and the Company, Promoters, Promoter Group, Key Managerial Personnel,
Directors and Subsidiaries and its director.
341OUR MANAGEMENT
In terms of the Companies Act, 2013 and our Articles of Association, our Company is required to have a minimum
of three Directors and a maximum of fifteen Directors, provided that our Company may appoint more than 15
directors after passing a special resolution in a general meeting of our shareholders.
As on the date of this Draft Red Herring Prospectus, our Board comprises seven Directors, of whom three are
Executive Directors, three are Independent Directors (including one woman Independent Director) and one is
Non-executive Non Promoter 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.
Board of Directors
The following table sets forth details regarding our Board of Directors as on the date of this Draft Red Herring
Prospectus:
Name, designation, current term, period of directorship, Directorships in other companies
address, occupation, date of birth, age and DIN
Ratan Babulal Bokadia Indian companies
Designation: Managing Director and Vice Chairman 1. Oswal Industries Limited
2. Enggpro Business Solutions Private
Current term: For a period of 5 years with effect from June Limited
1, 2024
Foreign companies
Period of directorship: Director since May 2, 2016
Nil
Address: 3, Manipushpa Society, Part-6, Near Surdhara
Circle, Thaltej, Ahmedabad- 380054, GujaratIndia
Occupation: Self-Employed
Date of birth: August 1, 1978
Age: 46 years
DIN: 02219340
Jayant Babulal Bokadia Indian companies
Designation: Whole-time Director 1. Oswal Industries Limited
Current term: For a period of 5 years with effect from April Foreign companies
1, 2024
Nil
Period of directorship: Since November 11,2021
Address: 3, Manipushpa society, Near Surdhara Circle,
Opposite Sal Hospital, Thaltej, Ahmedabad- 380054,
Gujarat, India
Occupation: Self-Employed
Date of birth: June, 09 1982
Age: 43 years
DIN: 02408771
Dixit Jitendra Bokadia Indian companies
342Name, designation, current term, period of directorship, Directorships in other companies
address, occupation, date of birth, age and DIN
Designation: Whole-time Director 1. Nil
Current term: For a period of 5 years with effect from April Foreign companies
1,2021
Nil
Period of directorship: Since September 29, 2018
Address: 191, Rushabh Apartment CHS Ltd, Dr. Parekh
Street, Opp. Sir H.N. Hospital, Prathna Samaj, Girgaon,
Mumbai-400004, Maharashtra, India
Occupation: Business
Date of birth: January 6, 1995
Age: 30 years
DIN: 06851149
Nitin Narendra Patil Indian Companies
Designation: Non-Executive Non-Promoter Director Nil
Current term: With effect from March 1, 2024, till the next Foreign companies
annual general meeting
Nil
Period of directorship: Liable to retire by rotation
Address: A-6, 502 Vastu Luxuriya, Surat, Near Audi
Showroom, Madalla Three Road, Rundh, Magdalla Surat–
395007 Gujarat, India
Occupation: Service
Date of birth: Since December 24, 1962
Age: 62 years
DIN: 08734101
Nagaraj Giridhar Indian Companies
Designation: Independent Director and Chairman Nil
Current term: For a period of 5 years, till September 30, Foreign companies
2029
Nil
Period of directorship: Since October 1, 2024
Address: A/802, Heritage Sky, B/H Shivalik, Prahladnagar
Garden, Ahmadabad City, Manekbag, Ahmedabad 380015,
Gujarat,India
Occupation: Professional
Date of birth: April 9, 1959
Age: 66 years
DIN: 09106816
343Name, designation, current term, period of directorship, Directorships in other companies
address, occupation, date of birth, age and DIN
Ulhas P. Dharmadhikari Indian Companies
Designation: Independent Director Nil
Current term: For a period of 5 years, till September 30,
2029 Foreign companies
Period of directorship: Since October 1, 2024 Nil
Address: Devnandan Horizone, House No. 1102, 11th Floor,
TP No. 22, Survey No. 673/2, Near Swagat Mahal
Bungalow, Chandkheda, Gandhinagar- 382424, Gujarat,
India
Occupation: Professional Service
Date of birth: May 04, 1960
Age: 65 years
DIN: 02249465
Arpana Sandeep Shah Indian Companies
Designation: Independent Director 1. Rajvi Logitrade Limited
Current term: For a period of 5 years, till September 30, Foreign companies
2029
Nil
Period of directorship: Since October 1, 2024
Address: 1001, Ganesh Complex, Naranpura, Opp Navrang
School, Ahmedabad City, Naranpura Vistar, Ahmedabad-
380013, GujaratIndia
Occupation: Service
Date of birth: June 29, 1981
Age: 43 years
DIN: 07414319
Brief profiles of our Directors
Ratan Babulal Bokadia is the Managing Director with effect from June 1, 2024 and Vice-Chairman with effect
from February 25, 2025, on our Board. He has been associated with our Company since 2013. He has experience
of 25 years in the oil and gas sector especially in engineering procurement and construction projects, piping,
supply management, market research etc.
Jayant Babulal Bokadia is the Whole-time Director with effect from April 1, 2024. He has been associated with
our Company since 2013. He holds a bachelor’s of computer application from Hemchandracharya North Gujarat
University Patan He heads the finance and operations management of our Company. He has experience of 19
years in the commercial and financial strategy, operations management, resource optimization and financial
management.
Dixit Jitendra Bokadia is the Whole-time Director with effect from April 1, 2021 on our Board. He has been
associated with our Company since September 29, 2018. He holds a master of sciences degree in international
business from Hult International Business School. He is responsible for the heavy engineering division of our
Company. He has 6 years of experience in the field of global supply chain management and commercial and
strategic management in local as well as international markets.
344Nitin Narendra Patil is an Non-Executive Non-Promoter Director of our Company. He has been associated with
our Company since March 1, 2024. He holds a bachelors of engineering in civil engineering from Madhav Institute
of Technology and Science. He has completed the advanced management programme (module I) from Indian
Institute of Management, Calcutta. He has also completed the course on piping engineering conducted by the
piping cell, Computer Aided Design (CAD) Centre from Indian Institute of Technology, Bombay. He is also
enrolled as a fellow in the institute of directors, New Delhi. He has previously served with Mahanagar Gas
Limited, and GSPL India Transco Limited. He has experience of around 15 years the oil and gas industry and
project management.
Ulhas P. Dharmadhikari is an Independent Director of our Company. He has been associated with our Company
since October 1, 2024. He holds a bachelors of engineering degree in civil engineering. He has previously served
with GIFT city in the position of Chief Technical Officer, Gammon India Limited. He has experience of 17 years
in large scale infrastructure projects including power, urban utilities and smart city initiatives and real estate.
Nagaraj Giridhar is an Independent Director with effect from October 1, 2024, and the Chairman with effect
from June 10, 2025 of our Company. He has been associated with our Company since October 1, 2024. He is a
qualified chartered accountant. He has successfully been enrolled with the Institute of Chartered Accountants and
Institute of Cost Accountants of India. He has previously served as the chief financial officer of Gujarat Ambuja
Exports Limited. He has 25 years of experience in the industries such as automative, chemicals, and agricultural
commodities
Arpana Sandeep Shah is an Independent Director of our Company. She has been associated with our Company
since October 1, 2024. She is enrolled as a member with the Institute of Chartered Accountants of India. She has
been previously associated with Saurashtra Cement Limited. She has experience of 16 years in the fields of
finance, accounts, compliance management etc.
Relationship between our Directors, Key Managerial Personnel and Senior Management Personnel
Except as disclosed below, none of our Directors are related to each other or to any of the Key Managerial
Personnel or Senior Management of our Company:
Director/ Key Managerial Relative Nature of Relationship
Personnel/ Senior Management
Personnel
Jayant Babulal Bokadia Brother
Ratan Babulal Bokadia
Ratan Babulal Bokadia Brother
Jayant Babulal Bokadia
Terms of appointment of Directors
Terms of appointment of our Managing Director and Vice-Chairman
Ratan Babulal Bokadia
Ratan Babulal Bokadia has been associated as a director with the Company since its incorporation in 2013. He
was appointed as an executive director of our Company pursuant to the Shareholders’ resolution dated May 2,
2016. He was redesignated as a Whole-time Director pursuant to a Board resolution dated July 15, 2019 and the
Shareholders’ resolution dated August 14, 2019 for a period of 5 (five) years with effect from August 1, 2019.
Currently, he has been redesignated as a Managing Director of our Company pursuant to resolutions dated June
3, 2024, by the Board and September 12,2024, by the shareholders with effect from June 1,2024. He has also been
appointed as the Vice-Chairman of the Company pursuant to the Board resolution dated February 25, 2025.
He is entitled the following remuneration and perquisites:
Particulars Remuneration And Perquisites
Salary ₹ 0.76 million per month (inclusive of monetary and non-monetary
perquisites)
Other Perquisites NPS contribution: In addition to his salary, a contribution of ₹ 0.06 million per
month shall be made in the National Pension Scheme by the Company
All expenditure actually and properly incurred on the Company’s business
shall be reimbursed.
345Terms of appointment of our Executive Directors
Jayant Babulal Bokadia
Jayant Babulal Bokadia has been a director of the Company since its incorporation in 2013. Subsequently, he
tendered his resignation pursuant to the resolution passed by the Board on May 23, 2016. He was later appointed
as an additional Director of our Company pursuant to a Board resolution dated November 11, 2021 and was
regularized as a Non-Executive Director pursuant to the Shareholder’s resolution dated September 30, 2022.
Currently, he has been redesignated as the Whole-time Director of our Company pursuant to resolutions dated
February 9,2024 by the Board and April 1, 2024 by the shareholders for a period of 5 years with effect from April
1, 2024. He is entitled to the following remuneration and perquisites:
Particulars Remuneration And Perquisites
Salary ₹ 0.76 million per month (inclusive of monetary and non-monetary
perquisites)
Other Perquisites NPS contribution: In addition to his salary, a contribution of ₹ 0.06 million per
month shall be made in the National Pension Scheme by the Company
All expenditure actually and properly incurred on Company’s business shall
be reimbursed to the whole-time director of the Company
Dixit Jitendra Bokadia
Dixit Jitendra Bokadia was initially appointed as a Director of our Company pursuant to resolution dated
September 29, 2018 by the shareholders, with effect from September 29, 2018. Currently, he is redesignated as
the Whole-time Director of our Company pursuant to resolutions dated April 17, 2021 by the Board and October
25,2021 by the shareholders for a period of 5 years with effect from April 1, 2021. He is entitled to the following
remuneration and perquisites:
Particulars Remuneration And Perquisites
Salary ₹ 0.36 million per month (inclusive of monetary and non-monetary
perquisites)
NPS contribution: In addition to his salary, a contribution of ₹ 0.04 million per
month shall be made in the National Pension Scheme by the Company
All expenditure actually and properly incurred on Company’s business shall
be reimbursed to the Whole-Time Director of the Company
Terms of appointment of our Independent Directors
Pursuant to resolution passed by our Board on October 1,2024, our Independent Directors are entitled to receive
a sitting fee of ₹0.02 million for attending each meeting of our Board and ₹0.01 million as sitting fees for attending
each meeting of the Audit Committee and Nomination and Remuneration Committee constituted by our Board.
Compensation paid to our Directors
Details of the sitting fees or other remuneration paid to our Directors in Fiscal 2025 are set forth below.
Remuneration to our Managing Director and Vice-Chairman
Details of the remuneration paid to our Managing Director in Fiscal 2025 is set forth below:
(in ₹ million)
Sr. No. Name of the Managing Director and Vice- Remuneration
Chairman
1. Ratan Babulal Bokadia 9.90
Remuneration to our Executive Directors
Details of the remuneration paid to our Executive Directors in Fiscal 2025 is set forth below:
(in ₹ million)
Sr. No. Name of the Executive Director Remuneration
1. Jayant Babulal Bokadia 9.90
346Sr. No. Name of the Executive Director Remuneration
2. Dixit Jitendra Bokadia 4.80
Remuneration to our Non-Executive Non-Promoter Directors
Details of the remuneration paid to our Non-Executive Non-Promoter Directors in Fiscal 2025 is set forth below:
(in ₹ million)
Sr. No. Name of the Non-Executive Non Promoter Remuneration
Director
1. Nitin Patil(1) NA
(1) Mr. Nitin Patil was paid professional fees of INR 20,00,000 by the company for FY 2024-25. No remuneration
was paid for FY 24-25.
Remuneration to our Independent Directors
Details of the remuneration paid to our Independent Directors in Fiscal 2025 is set forth below:
(in ₹ million)
Sr. No. Name of the Independent Director Remuneration
1. Ulhas P. Dharmadhikari(1) NA
2. Nagaraj Giridhar(1) NA
3. Arpana Sandeep Shah(1) NA
(1) Mr. Ulhas P. Dharmadhikari, Ms. Arpana S. Shah & Mr. Nagaraj Giridhar appointed as Independent
Directors from October 1,.2024.
Bonus or profit-sharing plan for our Directors
As on the date of the Draft Red Herring Prospectus, none of our Directors is entitled to any bonus or profit-sharing
plans of our Company.
Contingent and deferred compensation payable to our Directors
As on the date of the Draft Red Herring Prospectus, there are no contingent or deferred compensation payable to
our Directors, which does not form part of their remuneration.
Shareholding 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 Personnel in our Company” on page 114, none of our Directors hold any Equity Shares in
our Company as on the date of this Draft Red Herring Prospectus.
Arrangement or understanding with major shareholders, customers, suppliers or others
None of our directors have been appointed to our Board pursuant to any arrangement or understanding with major
Shareholders, customers, suppliers or others.
Service contracts with Directors
As on the date of the Draft Red Herring Prospectus, our Company has not entered into any service contracts,
pursuant to which any Directors are entitled to benefits upon termination of employment. Except statutory benefits
upon termination of their employment in our Company or superannuation, no Directors are entitled to any benefit
upon termination of employment or superannuation.
Interest of Directors
Our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings
of the Board or a committee thereof, as well as to the extent of other remuneration and reimbursement of expenses,
if any, payable to them.
Interest in land and property
None of our Directors have any interest in any property acquired or proposed to be acquired of our Company or
by our Company. Further, except as disclosed below, none of our Director have any direct or indirect interest in
the properties that our Company has taken on lease
347Lessor Lessee Relationship Agreement Address of Rent (per Period
date the property month in
₹
millions)
Oswal Oswal Our Promoters July 27, 2024 12,260 Sq. Ft. 0.06 10 years
Industries Energies and Director, site over
Limited Limited namely, Ratan which three
Babulal sheds/
Bokadia, Jayant buildings has
Babulal been
Bokadia and constructed on
Dixit Jitendra 2690 Sq. mtrs.
Bokadia are located at
directors in Block No.
Oswal 258, Paiki
Industries Ahmedabad-
Limited Mehsana
Express
Highway,
Village-OLA
Taluka-Kalol,
District-
Gandhinagar.
Oswal Oswal Our Promoters September 18, 12260 Sq. Ft. 0.05 36 months
Industries Energies and Director, 2024 yard over
Limited Limited namely, Ratan which an open
Babulal area/ shed
Bokadia, Jayant measuring
Babulal 6779 Sq. mtrs.
Bokadia and located at
Dixit Jitendra Block No.
Bokadia are 729, Paiki
directors in Ahmedabad-
Oswal Mehsana
Industries Express
Limited Highway,
Village-OLA
Taluka-Kalol,
District-
Gandhinagar.
Interest in promotion of our Company
Except Ratan Babulal Bokadia, Jayant Babulal Bokadia and Dixit Jitendra Bokadia, who are the Promoters and
Directors of our Company, none of our directors have any interest in the promotion or formation of our Company,
as on the date of this Draft Red Herring Prospectus.
Loans to Directors
No loans have been availed by our Directors from our Company as on the date of this Draft Red Herring
Prospectus.
Confirmations
None of our Directors are or have been a director on the board of any listed company whose shares have been/were
suspended from being traded on any of the stock exchanges, during his/her tenure, in the five years preceding the
date of this Draft Red Herring Prospectus.
None of our Directors have been or are directors on the board of any listed companies which is or has been delisted
from any stock exchange(s) during his/her tenure.
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 or companies in which they are interested as a member by any person either to induce such director to
348become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the
firm or company in which he/she is interested, in connection with the promotion or formation of our Company.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of our Company) and our Directors.
There is no conflict of interest between the lessor of the immovable properties (which are crucial for operations
of our Company) and our Directors.
There are no arrangements or understandings with the major shareholders, customers, suppliers or others, pursuant
to which any of our Directors are appointed on our Board or as a member of the senior management.
None of our Directors are or have been on the board of directors of any company that was or has been directed by
any Registrar of Companies to be struck off from the rolls of such Registrar of Companies under Section 248 of
the Companies Act.
Changes in our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Draft Red Herring
Prospectus are set forth below.
Name of Director Date of Change Reasons
Nitin Narendra Patil March 1, 2024 Appointment as an Non-Executive and Non-
Promoter Director
Jayant Babulal Bokadia April 1, 2024 Re-Appointment as a Whole-time Director
Ratan Babulal Bokadia June 1, 2024 Re-appointment as a Managing Director
Brijesh Vishnubhai Patel October 1, 2024 Resignation as a Director due to personal
reason and pre-occupation
Ulhas P. Dharmadhikari October 1, 2024 Appointment as an Independent Director
Vivek Parasmal Doshi October 1, 2024 Resignation as a Director due to personal
reason and pre-occupation
Nagaraj Giridhar October1, 2024 Appointment as an Independent Director
Himanshu Dilip Mehta October 1, 2024 Resignation as a Director due to personal
reason and pre-occupation
Arpana Sandeep Shah October 1, 2024 Appointment as an Independent Director
Borrowing Powers
Pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act 2013 and our Articles
of Association, subject to applicable laws and pursuant to special resolution passed by our Shareholders on
October 25, 2021, our Board has been authorised to borrow money, as and when required, including without
limitation, any bank and/ or other financial institution and/ or foreign lender and/ or any body corporate/ entity/
entities and/ or authority/ authorities, either in rupees or in such other foreign currencies as may be permitted by
law from time to time, notwithstanding that money so borrowed together with the money already borrowed, if any
(apart from temporary loans obtained, if any, from the bankers in the ordinary course of business), may exceed
the aggregate of the paid-up share capital and free reserves of our Company, provided that the total amount
borrowed shall not at any time exceed the limit of ₹ 2000.00 million.
Corporate Governance
As on the date of this Draft Red Herring Prospectus, there are seven Directors on our Board comprising of three
Executive Directors, three Independent Directors and one Non-Executive Non Promoter Director, of which one
is a woman Independent Director. Our Board functions either as a full board or through various committees
constituted to oversee specific functions. Our Company is in compliance and undertakes to take all necessary steps
to continue to comply with the corporate governance norms prescribed under the SEBI Listing Regulations and
the Companies Act, 2013 in relation to the composition of our Board and constitution of committees thereof.
Committees of the Board
Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act, 2013:
(i) Audit Committee;
349(ii) Nomination and Remuneration Committee;
(iii) Stakeholder Relationship Committee;
(iv) Risk Management Committee; and
(v) Corporate Social Responsibility Committee.
Our Company has also constituted an IPO Committee for carrying out all the IPO-related matter.
Audit Committee
The Audit Committee was re-constituted by a resolution passed by our Board dated October 1, 2024. The Audit
Committee is in compliance with Section 177 and other applicable provisions of the Companies Act, 2013 and
Regulation 18 of the SEBI Listing Regulations. The Audit Committee currently comprises:
Sr. Name of Director Designation Committee Designation
No.
1. Nagaraj Giridhar Independent Director and Chairperson
Chairman
2. Ulhas P. Dharmadhikari Independent Director Member
3. Arpana Sandeep Shah Independent Director Member
4. Jayant Babulal Bokadia Whole-time Director Member
Terms of Reference
The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s)
from time to time, the following:
1. Overseeing the Company’s financial reporting process, examination of the financial statement and the
auditors’ report thereon and the disclosure of its financial information to ensure that the financial statement
is correct, sufficient and credible;
2. Recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of
appointment of auditors of the Company including the internal auditor, cost auditor and statutory auditor
of the Company, and fixation of the audit fee;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
(a) matters required to be included in the director’s responsibility statement to be included in the Board’s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by management;
(d) significant adjustments made in the financial statements arising out of audit findings;
(e) compliance with listing and other legal requirements relating to financial statements;
(f) disclosure of any related party transactions; and
(g) modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for
approval;
6. reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those
stated in the 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. Formulating a policy on related party transactions, which shall include materiality of related party
transactions;
3509. Approval or any subsequent modification of transactions of the Company with related parties; All related
party transactions shall be approved by only Independent Directors who are the members of the committee
and the other members of the committee shall reuse themselves on the discussions related to related party
transactions;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc)
of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act,
2013.
10. Review, at least on a quarterly basis, the details of related party transactions entered into by the Company
pursuant to each of the omnibus approvals given;
11. Scrutiny of inter-corporate loans and investments;
12. Valuation of undertakings or assets of the Company, wherever it is necessary; Appointment of
Registered Valuer under Section 247 of the Companies Act, 2013.
13. Evaluation of internal financial controls and risk management systems;
14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
16. Discussion with internal auditors of any significant findings and follow up thereon;
17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board;
18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
19. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
20. To review the functioning of the whistle blower mechanism;
21. Approval of appointment of chief financial officer (i.e., the whole-time finance director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;
22. Carrying out any other function as is mentioned in the terms of reference of the audit committee; and
23. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore 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.
24. To formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit
Committee from time to time;
25. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
26. Reviewing the utilization of loans and/or advances from/investment by the Company in the subsidiaries
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date of coming into force of this provision;
27. the Audit Committee shall review compliance with the provisions of the SEBI Insider Trading Regulations,
at least once in a financial year and shall verify that the systems for internal control under the said
regulations are adequate and are operating effectively;
28. to consider the rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation
etc. of the Company and provide comments to the Company’s shareholders; and
29. Carrying out any other functions as provided under the provisions of the Companies Act, the SEBI Listing
Regulations and other applicable laws, and carrying out any other functions as may be required / mandated
and/or delegated by the Board as per the provisions of the Companies Act, 2013, SEBI Listing Regulations,
uniform listing agreements and/or any other applicable laws or by any regulatory authority and performing
such other functions as may be necessary or appropriate for the performance of its duties.
351Nomination and Remuneration Committee
The Nomination and Remuneration Committee was reconstituted by a resolution passed by our Board dated
October 1, 2024. 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:
Sr. Name of Director Designation Committee Designation
No.
1. Ulhas P. Dharmadhikari Independent Director Chairperson
2. Nagaraj Giridhar Independent Director and Member
Chairman
3. Arpana Sandeep Shah Independent Director Member
4. Nitin Narendra Patil Non-Executive Non-Promoter Member
Director
Terms of Reference
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
The role of the Nomination and Remuneration Committee shall be as follows:
1. Formulating the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy, relating to the remuneration of the directors, key managerial
personnel and other employees.
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates;
The Nomination and Remuneration Committee, while formulating the above policy, should
ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run our Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate
to the working of the Company and its goals.
3. Formulating criteria for evaluation of performance of independent directors and the Board;
4. Devising a policy on diversity of Board;
5. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal and shall specify the manner for effective evaluation of performance of
the Board, its committees and individual directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance. The Company shall disclose the remuneration policy and the
evaluation criteria in its annual report;
6. Extending or continuing the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors;
7. Recommending to the board, all remuneration, in whatever form, payable to senior management;
8. Analysing, monitoring and reviewing various human resource and compensation matters, including
the compensation strategy;
9. Determining the Company’s policy on specific remuneration packages for executive directors
including pension rights and any compensation payment, and determining remuneration packages
of such directors;
35210. Recommending the remuneration, in whatever form, payable to non-executive directors and the
senior management personnel and other staff (as deemed necessary);
11. Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws;
12. Administering, monitoring and formulating detailed terms and conditions of the Employees Stock
Option Scheme of the Company;
13. Framing suitable policies and systems to ensure that there is no violation, as amended from time to
time, of any securities laws or any other applicable laws in India or overseas, including:
a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended; and
b) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices relating to the Securities Market) Regulations, 2003, as amended;
14. Carrying out any other function as is mandated by the Board from time to time and / or
enforced/mandated by any statutory notification, amendment or modification, as may be applicable;
15. Performing such other functions as may be necessary or appropriate for the performance of its
duties; and
16. Perform such functions as are required to be performed by the Compensation Committee under the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2022.
17. Administering the employee stock option scheme/plan approved by the Board and shareholders of
the Company in accordance with the terms of such scheme/plan (“ESOP Scheme”) including the
following:
i. Determining the eligibility of employees to participate under the ESOP Scheme;
ii. Determining the quantum of option to be granted under the ESOP Scheme per employee and
in aggregate;
iii. Date of grant;
iv. Determining the exercise price of the option under the ESOP Scheme;
v. The conditions under which option may vest in employee and may lapse in case of termination
of employment for misconduct;
vi. The exercise period within which the employee should exercise the option and that option
would lapse on failure to exercise the option within the exercise period;
vii. The specified time period within which the employee shall exercise the vested option in the
event of termination or resignation of an employee;
viii. The right of an employee to exercise all the options vested in him at one time or at various
points of time within the exercise period;
ix. Re-pricing of the options which are not exercised, whether or not they have been vested if
stock option rendered unattractive due to fall in the market price of the equity shares;
x. The grant, vest and exercise of option in case of employees who are on long leave;
xi. Allow exercise of unvested options on such terms and conditions as it may deem fit;
xii. The procedure for cashless exercise of options;
xiii. Forfeiture/ cancellation of options granted;
xiv. Formulating and implementing the procedure for making a fair and reasonable adjustment to
the number of options and to the exercise price in case of corporate actions such as rights
issues, bonus issues, merger, sale of division and others. In this regard following shall be taken
into consideration:
• the number and the price of stock option shall be adjusted in a manner such that total
value of the option to the employee remains the same after the corporate action;
• for this purpose, global best practices in this area including the procedures followed by
the derivative markets in India and abroad may be considered; and the vesting period
and the life of the option shall be left unaltered as far as possible to protect the rights
of the employee who is granted such option.
xv. Construing and interpreting the employee stock option scheme/plan approved by the Board
and shareholders of the Company in accordance with the terms of such scheme/plan (“ESOP
Scheme”) and any agreements defining the rights and obligations of the Company and eligible
employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and
regulations relating to the administration of the ESOP Scheme
353Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated October 1, 2024.
The composition and terms of reference of the 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 committee currently comprises:
Sr. Name of Director Designation Committee Designation
No.
1. Nitin Narendra Patil Non-Promoter Non-Independent Chairperson
Director
2. Nagaraj Giridhar Independent Director and Member
Chairman
3. Dixit Jitendra Bokadia Whole-time Director Member
4. Ratan Babulal Bokadia Managing Director and Vice- Member
Chairman
Terms of Reference
The Investor Grievances and Stakeholders’ Relationship Committee shall be responsible for, among other things,
as may be required under applicable law, the following:
1. Redressal of all security holders’ and investors’ grievances such as complaints related to transfer of
shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission
of shares and debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet,
non-receipt of declared dividends, non-receipt of annual reports, etc., assisting with quarterly reporting
of such complaints and formulating procedures in line with statutory guidelines to ensure speedy disposal
of various requests received from shareholders;
2. Resolving the grievances of the security holders of the Company including complaints related to
allotment of shares, approval of transfer or transmission of shares, debentures or any other securities,
non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates,
general meetings, etc.;
3. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all
the requirements related to shares, debentures and other securities from time to time;
4. Reviewing the adherence to the service standards by the Company with respect to various services
rendered by the registrar and transfer agent of our Company and to recommend measures for overall
improvement in the quality of investor services;
5. Review of measures taken for effective exercise of voting rights by shareholders;
6. Review of adherence to the service standards adopted by the Company in respect of various services
being rendered by the registrar & share transfer agent;
7. To approve allotment of shares, debentures or any other securities as per the authority conferred / to be
conferred to the Committee by the Board of Directors from time to time;
8. To approve requests for transfer, transposition, deletion, consolidation, sub-division, change of name,
dematerialization, rematerialisation etc. of shares, debentures and other securities;
9. To monitor and expedite the status and process of dematerialization and rematerialisation of shares,
debentures and other securities of the Company; and
10. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the Company.
11. Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.
Risk Management Committee
The Risk Management Committee was constituted by a resolution passed by our Board dated October 1, 2024.
The composition and terms of reference of the Risk Management Committee are in compliance with applicable
provisions of the Companies Act, 2013 and Regulation 21 of the SEBI Listing Regulations. The Risk Management
Committee currently comprises:
354Sr. Name of Director Designation Committee Designation
No.
1. Nitin Narendra Patil Non-Executive Non-Promoter Chairperson
Director
2. Ratan Babulal Bokadia Managing Director and Vice- Member
Chairman
3. Ulhas P. Dharmadhikari Independent Director Member
4. Jayant Babulal Bokadia Whole Time Director and Chief Member
Financial Officer
Terms of Reference
To formulate a detailed risk management policy covering risk across functions and plan integration through
training and awareness programmes which shall include:
(a) A framework for identification of internal and external risks specifically faced by the listed
entities, in particular including financial, operational, sectoral, sustainability (particularly
environmental, social and governance related risks), information, cyber security risks or any
other risk as may be determined by the Risk Management Committee;
(b) Measures for risk mitigation including systems and processes for internal control of identified
risks; and
(c) Business continuity plan
1. To ensure that appropriate methodology, processes and systems are in place to monitor and
evaluate risks associated with the business of the Company;
2. To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
3. To periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;
4. To approve the process for risk identification and mitigation;
5. To decide on risk tolerance and appetite levels, recognizing contingent risks, inherent and residual
risks including for cyber security;
6. To monitor the Company’s compliance with the risk structure. Assess whether current exposure to
the risks it faces is acceptable and that there is an effective remediation of non-compliance on an
on-going basis;
7. To approve major decisions affecting the risk profile or exposure and give appropriate directions;
8. To consider the effectiveness of decision making process in crisis and emergency situations;
9. To generally, assist the Board in the execution of its responsibility for the governance of risk;
10. To keep the Board informed about the nature and content of its discussions, recommendations and
actions to be taken;
11. The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be
subject to review by the Risk Management Committee;
12. To implement and monitor policies and/or processes for ensuring cyber security;
13. To review and recommend potential risk involved in any new business plans and processes;
14. To review the Company’s risk-reward performance to align with the Company’s overall policy
objectives;
15. To monitor and review regular updates on business continuity;
16. The Risk Management Committee shall have powers to seek information from any employee,
obtain outside legal or other professional advice and secure attendance of outsiders with relevant
expertise, if it considers necessary;
17. The Risk Management Committee shall coordinate its activities with other committees, in
instances where there is any overlap with activities of such committees, as per the framework laid
down by the board of directors;
18. To advise the Board with regard to risk management decisions in relation to strategic and
operational matters such as corporate strategy; and
35519. Performing such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other
law or by any other regulatory authority.”
Corporate Social Responsibility Committee
The CSR Committee was constituted by a resolution of our Board dated October 1, 2024. The composition and
terms of reference are in compliance with Section 135 and other applicable provisions of the Companies Act,
2013. The CSR Committee currently comprises:
Sr. Name of Director Designation Committee Designation
No.
1. Ratan Babulal Bokadia Managing Director and Vice- Chairperson
Chairman
2. Jayant Bokadia Whole Time Director Member
3. Arpana Sandeep Shah Independent Director Member
Terms of Reference
The Corporate Social Responsibility Committee be and is hereby authorized to perform the following functions:
(a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating,
amongst others, the guiding principles for selection, implementation and monitoring the activities as
well as formulation of the annual action plan which shall indicate the activities to be undertaken by
the Company as specified in Schedule VII of the Companies Act and the rules made thereunder and
make any revisions therein as and when decided by the Board;
(b) To review and recommend the amount of expenditure to be incurred on the activities referred to in
(a) and amount to be incurred for such expenditure shall be as per the applicable law;
(c) To identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
(d) To review and recommend the amount of expenditure to be incurred for the corporate social
responsibility activities and the distribution of the same to various corporate social responsibility
programmes undertaken by the Company;
(e) To delegate responsibilities to the corporate social responsibility team and supervise proper
execution of all delegated responsibilities;
(f) To review and monitor the Corporate Social Responsibility Policy of the company and its
implementation from time to time, and issuing necessary directions as required for proper
implementation and timely completion of corporate social responsibility programmes ;
(g) To do such other acts, deeds and things as may be required to comply with the applicable laws; and;
(h) To take note of the Compliances made by implementing agency (if any) appointed for the corporate
social responsibility of the Company.
(i) The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an
annual action plan in pursuance of its corporate social responsibility policy, which shall include the
following:
i. the list of corporate social responsibility projects or programmes that are approved to be
undertaken in areas or subjects specified in Schedule VII of the Companies Act;
ii. the manner of execution of such projects or programmes as specified in the rules notified under
the Companies Act;
iii. the modalities of utilisation of funds and implementation schedules for the projects or
programmes;
iv. monitoring and reporting mechanism for the projects or programmes; and
v. details of need and impact assessment, if any, for the projects undertaken by the Company;
(j) To perform such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other
law or by any other regulatory authority.”
356IPO Committee
The IPO Committee was constituted by a meeting of our Board held on July 11, 2025. The members of the IPO
Committee are:
Sr. Name of Director Designation Committee Designation
No.
1 Jayant Babulal Bokadia Whole Time Director Chairman
2 Ratan Babulal Bokadia Managing Director and Vice Member
Chairman
3 Nagaraj Giridhar Independent Director and Member
Chairman
The terms of reference of the IPO Committee include the following:
a) To decide, negotiate and finalize, in consultation with the book running lead manager appointed in
relation to the Offer (the “BRLM”), all matters regarding the Pre-Offer Placement, if any, out of the fresh
issue of Equity Shares by the Company in the Offer, decided by the Board, including entering into
discussions and execution of all relevant documents with Investors;
b) To amend the terms of participation by the Selling Shareholders in the Offer for Sale;
c) To take all actions as may be necessary and authorised in connection with the offer for sale and to approve
and take on record the approval of the selling shareholder(s) for offering their Equity Shares in the offer
for sale and the transfer of Equity Shares in the offer for sale;
d) To decide on other matters in connection with or incidental to the Offer, including the pre-Offer
placement, timing, pricing and terms of the Equity Shares, the Offer price, the price band, the size and
all other terms and conditions of the Offer including the number of Equity Shares to be offered and
transferred in the Offer, the bid / Offer opening and bid/Offer closing date, discount (if any), reservation,
determining the anchor investor portion, issue price for anchor investors and allocating such number of
Equity Shares to anchor investors in consultation with the BLRMs and in accordance with the SEBI
ICDR Regulations and to do all such acts and things as may be necessary and expedient for, and incidental
and ancillary to the Offer including to make any amendments, modifications, variations or alterations in
relation to the Offer and to constitute such other committees of the Board, as may be required under
Applicable Laws, including as provided in the SEBI Listing Regulations;
e) To make applications, seek clarifications, obtain approvals and seek exemptions from, where necessary,
SEBI, the RoC and any other governmental or statutory authorities as may be required in connection with
the Offer and accept on behalf of the Company such conditions and modifications as may be prescribed
or imposed by any of them while granting such approvals, permissions and sanctions as may be required
and wherever necessary, incorporate such modifications / amendments as may be required in the draft
red herring prospectus (the “DRHP”), the red herring prospectus (the “RHP”) and the Prospectus as
applicable;
f) To finalize, settle, approve, adopt and file in consultation with the BRLM where applicable, the DRHP,
the RHP the Prospectus, the preliminary and final international wrap and any amendments (including
dating of such documents), supplements, notices, addenda or corrigenda thereto, and take all such actions
as may be necessary for the submission and filing of these documents including incorporating such
alterations/corrections/ modifications as may be required by SEBI, the RoC or any other relevant
governmental and statutory authorities or in accordance with Applicable Laws;
g) To invite the existing shareholders of the Company to participate in the Offer by offering for sale the
Equity Shares held by them at the same price as in the Offer;
h) To approve the relevant restated financial statements to be issued in connection with the Offer;
i) To appoint and enter into and terminate arrangements with the BRLM, and appoint and enter into and
terminate arrangements in consultation with the BRLM with underwriters to the Offer, syndicate
members to the Offer, brokers to the Offer, escrow collection bankers to the Offer, refund bankers to the
Offer, registrars, public offer account bankers to the Offer, sponsor bank, legal advisors, auditors,
independent chartered accountants, advertising agency, registrar to the Offer, depositories, custodians,
grading agency, monitoring agency, industry expert, credit rating agencies, printers, and any other
agencies or persons or intermediaries whose appointment is required in relation to the Offer including
any successors or replacements thereof, and to negotiate, finalise and amend the terms of their
357appointment, including but not limited to the execution of the mandate letter with the BRLM and
negotiation, finalization, execution and, if required, amendment or termination of the Offer agreement
with the BRLM;
j) To decide the total number of Equity Shares to be reserved for allocation to eligible categories of
investors, if any, and on permitting existing shareholders to sell any Equity Shares held by them;
k) To negotiate, finalise and settle and to execute and deliver or arrange the delivery of the DRHP, the RHP,
the Prospectus, Offer agreement, syndicate agreement, underwriting agreement, share escrow agreement,
cash escrow and sponsor bank agreement, ad agency agreement, agreements with the registrar to the issue
and all other documents, deeds, agreements and instruments whatsoever with the registrar to the Offer,
legal advisors, auditors, stock exchange(s), BRLM and any other agencies/intermediaries in connection
with the Offer with the power authorize one or more officers of the Company to execute all or any of the
aforesaid documents or any amendments thereto as may be required or desirable in relation to the Offer;
l) To authorise the maintenance of a register of holders of the Equity Shares;
m) To seek, if required, the consent and/or waiver of the lenders of the Company, customers, suppliers,
parties with whom the Company has entered into various commercial and other agreements, all concerned
government and regulatory authorities in India or outside India, and any other consents and/or waivers
that may be required in relation to the Offer or any actions connected therewith;
n) To open and operate bank accounts in terms of the escrow agreement and to authorize one or more
officers of the Company to execute all documents/deeds as may be necessary in this regard;
o) To open and operate bank accounts of the Company in terms of Section 40(3) of the Companies Act,
2013, as amended, and to authorize one or more officers of the Company to execute all documents/deeds
as may be necessary in this regard;
p) To authorize and approve incurring of expenditure and payment of fees, commissions, brokerage,
remuneration and reimbursement of expenses in connection with the Offer;
q) To accept and appropriate the proceeds of the Offer in accordance with the Applicable Laws;
r) To approve code of conduct as may be considered necessary or as required under Applicable Laws,
regulations or guidelines for the Board, officers of the Company and other employees of the Company;
s) To implement any corporate governance requirements that may be considered necessary by the Board or
the any other committee or as may be required under the Applicable Laws, including the SEBI Listing
Regulations and listing agreements to be entered into by the Company with the relevant stock exchanges,
to the extent allowed under law;
t) To issue receipts/allotment letters/confirmation of allotment notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of the Company with such features and attributes
as may be required and to provide for the tradability and free transferability thereof as per market
practices and regulations, including listing on one or more stock exchanges, with power to authorize one
or more officers of the Company or the Registrar to the Offer to sign all or any of the aforestated
documents;
u) To authorize and approve notices, advertisements in relation to the Offer, in accordance with the SEBI
ICDR Regulations and other Applicable Laws, in consultation with the relevant intermediaries appointed
for the Offer;
v) To do all such acts, deeds, matters and things and execute all such other documents, etc., as may be
deemed necessary or desirable for such purpose, including without limitation, to finalise the basis of
allocation and to allot the shares to the successful allottees as permissible in law, issue of allotment
letters/confirmation of allotment notes, share certificates in accordance with the relevant rules, in
consultation with the BRLM;
w) To do all such acts, deeds and things as may be required to dematerialize the Equity Shares and to sign
and / or modify, as the case maybe, agreements and/or such other documents as may be required with the
National Securities Depository Limited, the Central Depository Services (India) Limited, registrar and
transfer agents and such other agencies, authorities or bodies as may be required in this connection and
to authorize one or more officers of the Company to execute all or any of the afore-stated documents;
x) To make applications for listing of the Equity Shares in one or more stock exchanges for listing of the
Equity Shares and to execute and to deliver or arrange the delivery of necessary documentation to the
358concerned stock exchanges in connection with obtaining such listing including without limitation,
entering into listing agreements and affixing the common seal of the Company where necessary;
y) To settle all questions, difficulties or doubts that may arise in regard to the Offer, including such issues
or allotment, terms of the Offer, utilisation of the Offer proceeds and matters incidental thereto as it may
deem fit;
z) To authorize any concerned person on behalf of the Company to give such declarations, affidavits,
undertakings, certificates, consents and authorities as may be required from time to time in relation to the
Offer or provide clarifications to the SEBI, the RoC and the relevant stock exchanges where the Equity
Shares are to be listed;
aa) To negotiate, finalize, settle, execute and deliver any and all other documents or instruments and to do
or cause to be done any and all acts or things as the Board or any other committee thereof may deem
necessary, appropriate or advisable in order to carry out the purposes and intent of this resolution or in
connection with the Offer and any documents or instruments so executed and delivered or acts and things
done or caused to be done by the Board or any other committee thereof shall be conclusive evidence of
their authority in so doing;
bb) To approve suitable policies on insider trading, whistle-blowing, risk management, and any other policies
as may be required under the SEBI Listing Regulations or any other Applicable Laws;
cc) To approve the list of ‘group companies’ of the Company, identified pursuant to the materiality policy
adopted by the Board, for the purposes of disclosure in the DRHP, RHP and Prospectus;
dd) To withdraw the DRHP or the RHP or to decide to not proceed with the Offer at any stage in accordance
with Applicable Laws and in consultation with the BRLM; and
ee) To delegate any of its powers set out under (a) to (ee) hereinabove, as may be deemed necessary and
permissible under Applicable Laws to the officials of the Company”.
359Management Organisation Structure
360
Nagaraj GiridharJayant
Babulal Bokadia Dixit Jitendra BokadiaChairperson & Independent
W hole Tim e Director W hole Tim e DirectorDirector
Ajitabh SinhaAayushiTekaniKum
ar Subram anian
Vice President -O perationCom pany Secretary & Chief FinancialO fficer
Com pliance O fficer
Tarun Bhatia Trinadh RelangiHitesh ShahPravin Dom b
Senior Vice President - Sr. Vice President -General M anager -Deputy M anager -IT &
Sales & M arketing ProjectsFinance & AccountsERP
B o a rd o f D ire c to
Ratan Babulal BokadiaM
anaging Director
Arup GangulyChiefO
perating O fficer
Dhirendrakum ar PandeyVice
President -Engineering
rs
Arpana Sandeep ShahIndependent
Director
Vijaya NarayananVice
President -Hum anResource
Nitin Narendra PatilNon-Executive
Non-Independent
Director
Suresh GopalDeputy
General M anager -Q
uality, health, safety and
Ulhas Prabhakar
Dharm adhikariIndependent
DirectorKey Managerial Personnel and Senior Management Personnel
Key Managerial Personnel
In addition to our Managing Director and Vice-Chairman, Ratan Babulal Bokadia, our Whole-time Director,
Jayant Babulal Bokadia and our Whole-time Director Dixit Jitendra Bokadia whose details are provided in “-
Brief Profiles of our Directors” on page 344, the details of our other Key Managerial Personnel as on the date of
this Draft Red Herring Prospectus are set forth below.
Aayushi Haresh Tekani is the Company Secretary and Compliance Officer of our Company. She has been
associated with our Company since July, 2025. She holds a bachelor’s degree in commerce from GLS University.
She is also an associate member of the Institute of Company Secretaries of India. She has not received any
remuneration in Fiscal 2025
Kumar Subramanian is the Chief Financial Officer of our Company. He is a qualified cost accountant and holds
a master’s degree in commerce from the University of Bombay. He has an experience of 15 years in finance and
accounts. He has received a remuneration of ₹ 2.28 million in the capacity of vice president in finance and
accounts. He was appointed as the chief financial officer on June 10, 2025 and therefore, has not received any
remuneration in Fiscal 2025 in the capacity of a chief financial officer
Senior Management Personnel
In addition to our Chief Financial Officer, Kumar Subramanian, and our Company Secretary and Compliance
Officer, Aayushi Haresh Tekani, whose details are provided in “- Key Managerial Personnel” on page 361, the
details of our other Senior Management as on the date of this Draft Red Herring Prospectus are set forth below.
Arup Ganguly is the Chief Operating Officer (Project Division) our Company. He holds a bachelors in
engineering in mechanical engineering from University of Delhi and a master’s degree in business administration
(international business) from Indian Institute of Foreign Trade. He has an experience of 12 years in sales, business
development & execution of projects. He has received total remuneration of ₹ 2.33 million in Fiscal 2025.
Trinadh Relangi is the Vice President (Projects) our Company. He holds a bachelor’s of engineering in
mechanical engineering from Andhra University and master’s degree in business administration from Madras
University. He has an experience of 27 years in project planning and management, quality control and assurance,
mechanical engineering. In Fiscal 2025, he received an total remuneration of ₹ 2.65 million.
Dhirendrakumar Pandey is the Vice President-Engineering our Company from August 21, 2024. He holds a
bachelor’s of engineering in chemical branch from Gujarat University. He has an experience of 19 years in project
engineering, delivery and engineering management. In Fiscal 2025, he received an total remuneration of ₹ 1.91
million.
Suresh Gopal is the Deputy General Manager-QHSE our Company. He holds a bachelor’s of engineering in
mechanical engineering from Bharathidasan University, Tamil Nadu. He has an experience of 18 years in
inspection, quality control, and construction management. In Fiscal 2025, he received an aggregate compensation
of ₹ 1.77 million.
Hitesh Shah is the General Manager (Finance and Accounts) of our Company. He hold’s a bachelor’s degree in
commerce from Gujarat University. He has an experience of 15 years in accounts and finance. In Fiscal 2025, he
received an aggregate compensation of ₹ 0.15 million.
Pravin Domb is the Deputy Manager- IT and ERP of our Company. He holds a bachelor’s degree in computer
applications from Yashwantrao Chavan Maharashtra Open University, Nashik along with a diploma in Computer
Hardware Engineering from Compusoft Training Institute. He has an experience of 20 years in information
technology management. In Fiscal 2025, he received an aggregate compensation of ₹ 0.08 million.
Vijaya Narayanan is the Vice President (HR) of our Company. He holds a bachelor’ degree of arts from Indira
Gandhi National Open University and a post graduate diploma in human resource management from SVKM’s
NMIMS University . He has an experience of 17 years in human resources. In Fiscal 2025, he received an
aggregate compensation of ₹ 0.07 million.
361Tarun Bhatia is the Senior Vice President (Sales and Marketing) of our Company. He holds a bachelor’s degree
in mechanical engineering from Shivaji University, Kolhapur. He has 28 years of experience in business
management and production engineering. In Fiscal 2025, he received an aggregate compensation of ₹ 0.36 million
Ajitabh Sinha is the Vice President (Operations) of our Company. He holds a Bachelor of Engineering
(Mechanical) from Kuvempu University, Shimoga. He has an experience of 19 years in engineering, procurement
and construction sector. In Fiscal 2025, he received an aggregate compensation of ₹ 0.18 million.
Status of Key Managerial Personnel and Senior Management Personnel
All the Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
Relationship among Key Managerial Personnel and Senior Management Personnel
Except as disclosed in”- Relationship between our Directors, Key Managerial Personnel and Senior
Management Personnel” on page 345, none of our Key Managerial Personnel and Senior Management are related
to each other or to the Directors of our Company.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management Personnel
Except as disclosed in “-Bonus or profit-sharing plan for our Directors”, there is no bonus or profit sharing plan
for the Key Managerial Personnel and Senior Management Personnel.
Loans to Key Managerial Personnel and Senior Management Personnel
No loans have been availed by our Key Managerial Personnel and Senior Management Personnel from our
Company as on the date of this Draft Red Herring Prospectus.
Shareholding of Key Managerial Personnel and Senior Management Personnel in our Company
Except as disclosed in “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and
Senior Management in our Company” on page 114, none of our Key Managerial Personnel or Senior
Management Personnel, hold any Equity Shares in our Company as on the date of this Draft Red Herring
Prospectus.
Service Contracts with Key Managerial Personnel and Senior Management Personnel
As on the date of this Draft Red Herring Prospectus, none of our Key Managerial Personnel and Senior
Management Personnel has entered into a service contract with our Company pursuant to which they are entitled
to any benefits upon termination of employment.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
Personnel
There was no contingent or deferred compensation payable to Key Managerial Personnel and Senior Management
Personnel in Fiscal 2025, that did not form a part of their remuneration.
Arrangements and understanding with major shareholders, customers, suppliers or others
None of the Key Managerial Personnel or Senior Management Personnel of our Company have been appointed
pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.
Interest of Key Managerial Personnel and Senior Management
Other than as disclosed in “- Interest of Directors” above, the Key Managerial Personnel and Senior Management
Personnel 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 during the ordinary course of business.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of our Company) and our Key Managerial Personnel or Senior Management Personnel.
There is no conflict of interest between the lessor of the immovable properties (which are crucial for operations
of our Company) and our Key Managerial Personnel or Senior Management Personnel.
362Changes in Key Managerial Personnel or Senior Management Personnel during the last three years
Details of the changes in our Key Managerial Personnel and Senior Management Personnel in the three
immediately preceding years are set forth below.
Name Date of change Reason for change
Appointment as Chief Operating Officer (Project
Arup Ganguly December 2, 2024
Division)
Prakash Joseph February 12, 2024 Appointment as Vice President (Projects)
Dhirendrakumar
August 21, 2024 Appointment as Vice President-Engineering
Pandey
Appointment as Company Secretary and
Parth Shah January 17, 2025
Compliance Officer
Jayant Babulal Bokadia February 25, 2025 Appointment as Chief Financial Officer
Resignation due to personal matter and other
Parth Shah April 30, 2025 engagement
Jayant Babulal Bokadia June 10, 2025 Resignation as Chief Financial Officer
Kumar Subramanian June 10, 2025 Appointment as Chief Financial Officer
Appointment as Company Secretary and
Aayushi Haresh Tekani July 11, 2025
Compliance Officer
Employee stock option and stock purchase schemes
As on the date of this Draft Red Herring Prospectus, our Company does not have any employee stock options
scheme.
Payment or Benefit to Key Managerial Personnel and Senior Management Personnel of our Company
No non-salary related amount or benefit has been paid or given to any of our Company’s officers including our
Directors, Key Managerial Personnel and Senior Management Personnel within the two preceding years of this
Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their
employment.
363OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
As on the date of this Draft Red Herring Prospectus, Dixit Jitendra Bokadia, Jayant Babulal Bokadia, Ratan
Babulal Bokadia, Ratan Babulal Bokadia (HUF), and Jayant Babulal Bokadia (HUF) are the Promoters of our
Company.
As on the date of this Draft Red Herring Prospectus, our Promoters’ shareholding in our Company is as follows:
Sr. No. Name of the Promoter No. of Equity Shares % of pre-Offer Equity Share
held of face value of ₹10 capital (in %)
each
1. Dixit Jitendra Bokadia(1) 10,017,018 21.02
2. Jayant Babulal Bokadia(1) 3,602,588 7.56
3. Ratan Babulal Bokadia(1) 3,068,967 6.44
4. Ratan Babulal Bokadia (HUF) (1) 2,096,457 4.40
5. Jayant Babulal Bokadia (HUF) (1) 1,706,375 3.58
Total 20,491,405 42.99
(1) Also, a selling shareholder
For details of the build-up of the Promoters’ shareholding in our Company, please refer to “Capital Structure –
Shareholding of our Promoters and members of our Promoter Group”, on page 108.
Details of Individual Promoters are as follows:
Ratan Babulal Bokadia aged 46 years, is the
Managing Director, Vice-Chairman and the Promoter
of our Company
Date of Birth: August 1, 1978
Address: 3, Manipushpa Society, Part-6, Near
Surdhara Circle, Thaltej, Thaltej, Ahmedabad,
Gujarat- 380059, India
Permanent Account Number: AHVPB9103B
For complete profile of Ratan Babulal Bokadia with
details of his 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,
please see “Our Management – Board of Directors
– Brief profiles of Directors” on page 344
Jayant Babulal Bokadia, aged 43 years, is the
Whole-time Director, and the Promoter of our
Company
Date of Birth: June 09, 1982
Address: 3, Manipushpa Society, Part-6, Near
Surdhara Circle, Thaltej, Ahmedabad, Gujarat-
380059, India
Permanent Account Number: AIJPB1365J
For complete profile of Jayant Babulal Bokadia with
details of his 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,
364please see “Our Management – Board of Directors
– Brief profiles of Directors” on page 344
Dixit Jitendra Bokadia, aged 30 years, is the Whole
Time Director and the Promoter of our Company
Date of Birth: January 06, 1995
Address: 191, Rushabh Apartment CHS Ltd, Dr.
Parekh Street, Opp. Sir H.N. Hospital Prathna Samaj,
Mumbai, Girgaon, Mumbai, Mumbai, Maharashtra-
400004
Permanent Account Number: BXTPB9030Q
For complete profile of Dixit Jitendra Bokadia, with
details of his 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,
please see “Our Management – Board of Directors
– Brief profiles of our Directors” on page 344
Our Company confirms that the permanent account number, bank account number, passport number, Aadhaar
card number and driving license number of our Individual Promoters, as applicable, will be submitted to the Stock
Exchanges, at the time of filing of this Draft Red Herring Prospectus.
Details of Promoter Entities
1. Ratan Babulal Bokadia (HUF)
HUF Information and History
Ratan Babulal Bokadia (HUF) came into existence on March 11,2001, and Ratan Babulal Bokadia is its Karta and
Ushadevi Bokadia, Ayaan Bokadia and Yashvi Bokadia are its coparceners.
As on date of this Draft Red Herring Prospectus, Ratan Babulal Bokadia (HUF) holds 20,96,457 Equity Shares,
representing 4.40 % of the issued, subscribed, and paid-up equity share capital of our Company.
The permanent account number is AAJHR0541N.
Address: 3, Manipushpa Society, Part-6, Near Surdhara Circle, Thaltej,Ahmedabad-380059,Gujarat
Our Company confirms that the permanent account number and the bank account number of Ratan Babulal
Bokadia (HUF), shall be submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus
2. Jayant Babulal Bokadia (HUF)
HUF Information and History
Jayant Babulal Bokadia (HUF) came into existence on November 28,2004, and Jayant Babulal Bokadia is its
Karta and Sarika Bokadia, Utkarsh Bokadia and Pranvi Bokadia are its coparceners.
As on date of this Draft Red Herring Prospectus, Jayant Babulal Bokadia (HUF) holds 17,06,375 Equity Shares,
representing 3.58 % of the issued, subscribed, and paid-up equity share capital of our Company.
The permanent account number is AADHJ9637D.
Address:3, Manipushpa Society, Part-6,Near Surdhara Circle,Thaltej,Ahmedabad-380059,Gujarat
Our Company confirms that the permanent account number and the bank account number of Jayant Babulal
Bokadia (HUF), shall be submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus
365Change in Control of our Company
There has been no change in control of our Company in the five years immediately preceding the date of this Draft
Red Herring Prospectus. For more details, please see “Capital Structure – Notes to capital structure- Equity
share capital history of our Company” on page 93.
Interests of Promoters
Our Promoters are interested in our Company: (i) to the extent that they have promoted our Company; (ii) to the
extent of their respective direct or indirect shareholding in our Company; and (iii) the dividends payable upon
such shareholding and any other distributions in respect of their respective shareholding in our Company or of
their relatives in our Company, if any. For further details, see “Capital Structure – Notes to capital structure -
History of the share capital held by our Promoters” on page 104. Additionally, our Promoters may be interested
in transactions entered by our Company with them, their relatives, or other entities (i) in which our Promoters
hold shares, directly or indirectly or (ii) which are controlled by our Promoters.
Our Promoters may be deemed to be interested in the remuneration paid/ payable to them, benefits and the
reimbursement of expenses payable to them as Directors of our Company. For further details, see “Our
Management - Terms of appointment of Directors” on page 345.
Our Promoters are also interested to the extent of unsecured loans provided by them to our Company. For further
information, please see “Financial Indebtedness” and “Restated Financial Information” on pages 481 and 372,
respectively.
Our Promoters are interested to the extent of personal guarantees given, against loans availed by our Company.
For further information, please see “History and Certain Corporate Matters- Guarantees provided to third
parties by our Promoters offering their Equity Shares in the Offer for Sale” and “Financial Indebtedness” on
pages 341 and 481, respectively.
No sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which any of our
Promoters are interested as a member, in cash or shares or otherwise by any person, either to induce them to
become or to qualify them, as a Director or otherwise for services rendered by them, or by such firm or company,
in connection with the promotion or formation of our Company.
Except Ratan Babulal Bokadia, and Jayant Babulal Bokadia, none of our Promoters are related to each other. For
further details, see “Our Management - Relationship between our Directors” on page 345.
Interest in property, land, construction of building and supply of machinery
Except as provided in “Our Management- Interest in land and property” Our Promoters do not have any interest
in any property acquired by our Company in the three years preceding from the date of this Draft Red Herring
Prospectus or proposed to be acquired by our Company or in any transaction by our Company with respect to the
acquisition of land, construction of building or supply of machinery.
Except as disclosed below, there is no conflict of interest between the lessors of immovable properties (crucial for
operations of our Company) and our Promoters and members of our Promoter Group.
Rent (per
Agreement Address of
Lessor Lessee Relationship month ₹ in Period
Date Property
million)
Padmavati Oswal Padmavati April 1, 2025 Office No. D 0.05 11 months
Bokadia Energies Bokadia is Block-1314, (excluding and 28 days
Limited Mother of D Block- additional
(formerly Ratan 1315, 13th taxes)
known as Bokadia and floor Paiki
Oswal Jayant having 1376
Infrastructure Bokadia who Square Feet
Limited) are directors area situated
and on, Village-
Shilaj,
Taluka-
366Rent (per
Agreement Address of
Lessor Lessee Relationship month ₹ in Period
Date Property
million)
promoters in Daskroi,
our Company situated at
Swati
Crimson and
Clover
Ahmadabad,
Pincode-
380058
Rekha Oswal Rekha April 1, 2025 Office No. D 0.09 11 months
Bokadia Energies Bokaida is Block-1320, (excluding and 28 days
Limited Mother of D Block- additional
(formerly Dixit Jitendra 1321, 13th taxes)
known as Bokadia who floor Paiki
Oswal is a director having 2169
Infrastructure and promoter Square Feet
Limited) in our area situated
Company on, Village-
Shilaj,
Taluka-
Daskroi,
situated at
Swati
Crimson and
Clover
Ahmadabad,
Pincode-
380059
(Gujarat)
Sarika Oswal Sarika April 1, 2025 Office No. D 0.05 11 months
Bokadia Energies Bokadia is Block-1318, (excluding and 28 days
Limited spouse of D Block- additional
(formerly Jayant 1319, 13th taxes)
known as Bokadia is a floor Paiki
Oswal director and having 1410
Infrastructure promoter in Square Feet
Limited) our Company area situated
on, Village-
Shilaj,
Taluka-
Daskroi,
situated at
Swati
Crimson and
Clover
Ahmadabad,
Pincode-
380058
(Gujarat)
Usha Oswal Usha April 1, 2025 Office No. D 0.05 11 months
Bokadia Energies Bokaida is Block-1316, (excluding and 28 days
Limited spouse of D Block- additional
(formerly Ratan 1317, 13th taxes)
known as Bokadia who floor Paiki
367Rent (per
Agreement Address of
Lessor Lessee Relationship month ₹ in Period
Date Property
million)
Oswal is a director having 1410
Infrastructure and promoter Square Feet
Limited) in our area situated
Company on, Village-
Shilaj,
Taluka-
Daskroi,
situated at
Swati
Crimson and
Clover
Ahmadabad,
Pincode-
380058
(Gujarat)
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations of our Company) and our Promoters and members of our Promoter Group.
Payment or benefits to Promoter or Promoter Group
Except in ordinary course of business and as disclosed in “Our Management - Terms of appointment of
Directors” and “Restated Financial Information –” on pages 345 and 372, respectively, there has been no
payment or benefits given by our Company to our Promoters or any of the members of our Promoter Group during
the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any
benefit to our Promoters or any members of our Promoter Group as on the date of this Draft Red Herring
Prospectus.
Companies or firms with which our Promoter have disassociated in the last three years
Our Promoters have not disassociated themselves from any companies or firms in the three years preceding the
date of this Draft Red Herring Prospectus.
Material guarantees
As on the date of this Draft Red Herring Prospectus, our Promoters have not given any material guarantee to any
third party with respect to the Equity Shares.
Other ventures of our Promoter
As on date of this Draft Red Herring Prospectus, our Promoters have not been involved in any other venture that
is in the same line of activities or business as that of our Company.
Promoter Group
In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of our Promoter Group
The natural persons who are members of our Promoter Group, other than our Promoters, are as follows:
Name of the Promoter Name of member of Promoter Relationship with our Individual
Group Promoters
Ratan Babulal Bokadia Usha Ratankumar Bokadia Spouse
368Name of the Promoter Name of member of Promoter Relationship with our Individual
Group Promoters
Babulal Hastimal Bokadia Father
Padmavati Babulal Bokadia Mother
Jayant Babulal Bokadia Brother
Rita Manish Mehta Sister
Daman Ratan Bokadia Son
Vashvi Ratan Bokadia Daughter
Rameshkumar Tagraj Bhansali Spouse’s Brother
Jayant Babulal Bokadia Sarika Jayantkumar Bokadia Spouse
Babulal Hastimal Bokadia Father
Padmavati Babulal Bokadia Mother
Ratan Babulal Bokadia Brother
Rita Manish Mehta Sister
Utkarsh Jayant Bokadia Son
Pranvi Jayant Bokadia Daughter
Narendra P Chandan Spouse’s Brother
Rajendra P Chandan Spouse’s Brother
Hitesh P Chandan Spouse’s Brother
Shilpa Nitin Kanungo Spouse’s Sister
Dixit Jitendra Bokadia Mahima Shankarlal Mehta Spouse
Jitendra Hastimalji Bokadia Father
Rekhadevi Jitendra Bokadia Mother
Varun Jitendra Bokadia Brother
Kavya Jitendra Bokadia Sister
Shankarlal Deepchand Mehta Spouse’s Father
Surekha Mehta Spouse’s Mother
Yashkumar Shankarlal Mehta Spouse’s Brother
Nihali Yash Sanghvi Spouse’s Sister
Entities forming part of our Promoter Group
The entities forming part of our Promoter Group are as follows:
1. Oswal Industries Limited
2. Sri Hastimalji Ghamandiramji Bokadia Charitable Foundation
3693. Navnidhi Corporation
4. B H Bokadia HUF
5. Dixit Jitendra Bokadia HUF
6. Jayant Babulal Bokadia HUF
7. Ratan Babulal Bokadia HUF
8. Jitendra H Bokadia HUF
9. B. H Bokadia Family Trust
10. J H Bokadia Family Trust
370DIVIDEND POLICY
The dividend distribution policy of our Company was approved and adopted by our Board on February 25, 2025
(“Dividend Policy”). In terms of the Dividend Policy, the declaration and payment of dividends including interim
dividend on our Equity Shares, if any, will be decided by our Board subject to the criteria as mentioned in the
Dividend Policy.
Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the
Board and will depend on a number of factors, including but not limited to, (i) financial parameters and internal
factors such as net operating profits after tax, accumulated reserves, working capital requirements, capital
expenditure requirements, resources required to fund acquisitions and/or new businesses, cash flow required to
meet contingencies, outstanding borrowings, past dividend trends (wherever applicable), earnings outlook and
expected future capital/ liquidity requirements; and (ii) external factors such as prevailing legal requirements,
regulatory conditions or restrictions as laid down under the applicable laws including tax laws, dividend pay-out
ratios of companies in the same industry, significant changes in macro-economic environment affecting India or
the geographies in which our Company operates, or the business of our Company or of its clients, political, tax
and regulatory changes in the geographies in which our Company operates, any significant change in the business
or technological environment resulting in our Company making significant investments to effect the necessary
changes to its business model, changes in the competitive environment requiring significant investment, inflation
rate and cost of external financing. For details in relation to risks involved in this regard, see “Risk Factors – Our
Company’s ability to pay dividends in the future will depend on our Company’s earnings, financial condition,
working capital requirements, capital expenditures and restrictive covenants of our Company’s financing
arrangements” on page 40.
Our Company has not declared and paid any dividend on the Equity Shares for the Fiscal ended March 31, 2025,
March 31, 2024, and March 31, 2023 and the period from April 1, 2025 until the date of this Draft Red Herring
Prospectus
371SECTION V – FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
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372Talati & Talati LLP Suresh R. Shah & Associates
Chartered Accountants Chartered Accountants
1006, OCEAN, B 416-417 Aaryan Work Space 3,
Sarabhai Road, Nr Gandhi Labour Institute
Near Genda Circle, Gurukul Metro Road
Vadodara - 390023, Gujarat Ahmedabad- 380052, Gujarat
Independent Auditors' Examination Report on the Restated Statement of Assets and
Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, Restated Statement of
Profit and Loss (including Other Comprehensive Income), the Restated Statement of
Changes in Equity and the Restated Statement of Cash Flows for the years ended March 31,
2025, March 31, 2024 and March 31, 2023 along with the Summary Statement of Material
Accounting Policies and other explanatory information of OSWAL Energies Limited
(formerly known as Oswal Infrastructure Limited) (collectively, the "Restated Financial
Information")
To the Board of Directors of
OSWAL Energies Limited
(formerly known as Oswal Infrastructure Limited)
Office No:- 1322 to 1326,
Swati Crimson and Clover,
Near Shilaj Circle, Shilaj,
Ahmedabad, Daskroi,
Gujarat, India – 380059.
Dear Sirs / Madam,
1. We, M/s. Talati & Talati LLP, Chartered Accountants and M/s. Suresh R Shah & Associates,
Chartered Accountants, (together referred to herein as “Joint Auditors”, and individually referred
to herein as “one of the Joint Auditors”) the Statutory Auditors of the Company, have examined
the attached Restated Financial Information of OSWAL Energies Limited (the “Company” or the
“Issuer”) (formerly known as Oswal Infrastructure Limited), comprising the Restated Statement of
Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated
Statements of Profit and Loss (including other comprehensive income), the Restated Statement of
Changes in Equity, the Restated Cash Flow Statement for the years ended March 31, 2025, March
31, 2024 and March 31, 2023, the Summary Statement of 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 June 10, 2025 for the purpose of
inclusion in the Draft Red Herring Prospectus (“DRHP”) in connection with proposed Initial Public
Offer of equity shares of the Company (“IPO”) 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
Page 1 of 4
373c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).
Management’s Responsibility for the Restated Financial Information
2. The Company’s Board of Directors is responsible for the preparation of the Restated Financial
Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange
Board of India (“SEBI”), BSE Limited (“BSE”) and the National Stock Exchange of India Limited
(“NSE” together with BSE, the “Stock Exchanges”) in connection with the proposed IPO. The
Restated Financial Information has been prepared by the management of the Company on the
“Basis of Preparation” as stated in Note - 1 of Annexure V to the Restated Financial Information.
The Board of Directors of the company is responsible for designing, implementing, and
maintaining adequate internal control relevant to the preparation and presentation of the Restated
Financial Information. The Board of Directors of the company is also responsible for identifying
and ensuring that the company complies with the Act, the ICDR Regulations, and the Guidance
Note.
Auditor’s Responsibilities
3. We have jointly examined such Restated Financial Information taking into consideration:
a. The terms of reference and terms of our engagement agreed upon with the Company in
accordance with our engagement letter dated January 17, 2025 in connection with the
proposed IPO of equity shares of the Company (issuer);
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. The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO
of equity shares of the Company.
Restated Financial Information as per Audited Financial Statements
4. The Restated Financial Information have been compiled by the management of the Company from:
a. Audited Ind AS Financial Statements of the Company for the year ended March 31, 2025
prepared by the Management of the Company in accordance with 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 and which have been
approved by the Board of Directors at their meeting held on June 10, 2025, on which the
Joint Auditors have expressed an unmodified opinion.
b. Audited Special Purpose Ind AS Financial Statements of the Company as at and for the
years ended March 31, 2024 and March 31, 2023 prepared by the Management of the
Company in accordance with Ind AS prescribed under Section 133 of the Act read with
Page 2 of 4
374Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting
principles generally accepted in India and which have been approved by the Board of
Directors of the Company at their meeting held on June 10, 2025, on which the Joint
Auditors have expressed an unmodified opinion.
c. The financial information for the years ended March 31, 2024 and March 31, 2023 included
in the special purpose Ind AS financial statements are based on the previously issued
statutory financial statements prepared for the years ended March 31, 2024 and March 31,
2023 in accordance with the Companies (Accounting Standard) Rules, 2006 & audited and
reported by statutory auditor, M/s. Suresh R Shah & Associates, Chartered Accountants
having Firm Registration Number – 110691W,, has issued an unmodified audit opinion
vide audit reports dated June 29, 2024 and June 12, 2023 respectively, and which has been
translated into figures as per Ind AS after incorporating Ind AS adjustments to align
accounting policies, exemptions and disclosures as adopted by the Company.
5. For the purpose of our examination, we have relied on:
a. Independent Auditor’s reports jointly issued by us dated June 10. 2025 on the Audited Ind
AS Financial Statements of the Company for the year ended March 31, 2025 as referred in
Para 4 (a) above.
b. Independent Auditor’s reports jointly issued by us dated June 10, 2025 on the Special
Purpose Ind AS Financial Statements of the Company as at and for the years ended March
31, 2024 and March 31, 2023 as referred in Para 4(b) above.
c. Independent Auditor’s report issued by M/s. Suresh R Shah & Associates, Chartered
Accountants having Firm Registration Number – 110691W dated June 29, 2024 on the
financial statements of the company issued under IGAAP for the year ended March 31,
2024, as referred in Paragraph 4 (c) above.
d. Independent Auditor’s report issued by M/s. Suresh R Shah & Associates, Chartered
Accountants having Firm Registration Number – 110691W, dated June 12, 2023 on the
financial statements of the company issued under IGAAP for the year ended March 31,
2023, as referred in Paragraph 4 (c) above.
6. The audit reports issued by us referred to in para 5 above and this Restated Financial Information
does not include any audit qualification / reservation / emphasis of matter / adverse remark /
paragraph.
Opinion
7. Based on our examination and according to the information and explanations provided to us for the
respective years, we report that the Restated Financial Information:
a. has been prepared after incorporating adjustments for the changes in accounting policies,
any material errors and regroupings/reclassifications retrospectively in the financial years
as at and for the years 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 year ended March 31, 2025.
b. does not contain any qualifications/modifications requiring adjustments for the years ended
March 31, 2024 and March 31, 2023; and
Page 3 of 4
375c. has been prepared in accordance with the Act, the ICDR Regulations and the Guidance
Note.
8. We have complied with the relevant applicable requirements of the Standard on Quality Control
(SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial
Information, and Other Assurance and Related Services Engagements.
9. The Restated Financial Information does not reflect the effects of events that occurred subsequent
to March 31, 2025. Accordingly, we express no opinion on the financial position, results of
operations, cash flows and statement of changes in equity of the Company as at any date or for any
period subsequent to March 31, 2025.
10. This report should not in any way be construed as a re-issuance or re-dating of any of the previous
audit reports issued by us individually or jointly, nor should this report be construed as a new
opinion on any of the financial statements referred to herein.
11. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
Restrictions on use
12. Our examination report is intended solely for use by the Board of Directors of the Company for
inclusion in the DRHP to be filed with the SEBI, BSE and NSE in connection with the proposed
IPO. As a result, the Restated Financial Information may not be suitable for any other purpose. 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 Talati & Talati LLP For Suresh R. Shah & Associates
Chartered Accountants Chartered Accountants
FRN: 110758W/W100377 FRN: 110691W
CA Manish Baxi CA Mrugen Shah
Partner Partner
Membership No.: 045011 Membership No.: 117412
UDIN: 25045011BMNSMY3335 UDIN: 25117412BMJJKP7997
Place : Ahmedabad Place : Ahmedabad
Date: June 10, 2025 Date: June 10, 2025
Page 4 of 4
376377378379380OSWAL Energies Limited (Formerly known as Oswal Infrastructure Limited)
CIN – U45205GJ2013PLC073465
Notes to Restated Financial Information
All amounts are in INR Millions unless otherwise stated
Corporate information:
OSWAL Energies Limited (the ‘Company’) (formerly known as Oswal Infrastructure Limited)
having CIN U45205GJ2013PLC073465 is a public unlisted company incorporated in India.
The registered office of the Company is located at Office No:- 1322 to 1326, Swati Crimson
and Clover, Near Shilaj Circle, Shilaj, Ahmedabad, Daskroi, Gujarat, India - 380059.
OSWAL Energies Limited is an OSWAL Group company, was established as a modest
manufacturing enterprise in the year 2011-12 with a particular focus on modular skids and
process packages based on “Design, Build & Install” concept for different process application
catering to major process industries including Oil and Gas (up-stream, mid-stream, and down-
stream), Chemicals, Fertilizers etc.
1 Summary of basis of compliance, basis of preparation & measurement, key accounting
estimates & judgements and material accounting policies:
This note provides a detailed list of the material accounting policies adopted in the preparation
of these Restated Financial Information.
1.1 Statement of Compliance and Basis of Preparation
The Restated Financial Information of the Company comprises of the Restated Statement of
Assets and Liabilities as at 31st March 2025, 31st March 2024 and 31st March 2023, the Restated
Statement of Profit and Loss (including Other Comprehensive Income), the Restated Statement
of Changes in Equity for the years ended 31st March 2025, 31st March 2024 and 31st March
2023, and the Material Accounting Policies and other explanatory information relating to such
financial periods (referred to collectively as ‘Restated Financial Information’).
These Restated Financial Information have been prepared by the Management of the Company
as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“ICDR Regulations”) issued by the Securities
and Exchange Board of India ('SEBI'), in pursuance of the Securities and Exchange Board of
India Act, 1992, for the purpose of inclusion in the Draft Red Herring Prospectus (‘DRHP’) in
connection with the proposed Initial Public Offering of equity shares of face value of Rs. 10
each of the Company comprising a fresh issue and an offer for sale of equity shares held by the
selling shareholders (the “Offer”), prepared by the Company in terms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
(b) ICDR Regulations;
381(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”); and
The Restated Financial Information of the Company have been prepared to comply in all
material respects with the Indian Accounting Standards (“Ind AS”) as prescribed under Section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 (as
amended from time to time), presentation requirements of Division II of Schedule III of the
Act, as applicable to the financial statements and other relevant provisions of the Act.
The Restated Financial Information of the Company were authorized for issue by the Board of
Directors at their meeting held on June 10, 2025.
These Restated Financial Information of the Company have been compiled from:
(a) Audited Ind AS Financial Statements of the Company as at and for the year ended 31st
March 2025 prepared in accordance with recognition and measurement principles under
Ind AS as specified under section 133 of the Act and other accounting principles generally
accepted in India and presentation requirements of Division II of Schedule III of the Act
which have been approved by the Board of Directors at their meeting held on June 10,
2025, on which the Joint Auditors have expressed an unmodified opinion.
(b) Audited Special Purpose Ind AS Financial Statements of the Company as at and for the
years ended 31st March 2024 and 31st March 2023 which were prepared by the Company
after taking into consideration the requirements of the ICDR Regulations in accordance
with 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 and which have been approved by the Board of Directors of the Company
at their meeting held on June 10, 2025, on which the Joint Auditors have expressed an
unmodified opinion.
(c) The financial information for the years ended March 31, 2024 and March 31, 2023
included in the special purpose Ind AS financial statements are based on the previously
issued statutory financial statements prepared for the years ended March 31, 2024 and
March 31, 2023 in accordance with the Companies (Accounting Standard) Rules, 2006 &
audited and reported by statutory auditor, M/s. Suresh R Shah & Associates, Chartered
Accountants having Firm Registration Number – 110691W, has issued an unmodified
audit opinion vide audit reports dated June 29, 2024 and June 12, 2023 respectively, and
which has been translated into figures as per Ind AS after incorporating Ind AS
adjustments to align accounting policies, exemptions and disclosures as adopted by the
Company.
The Company has prepared its financial statements in accordance with accounting standards
notified under Section 133 of the Act, read together with paragraph 7 of the Companies
(Accounts) Rules, 2014 (“Indian GAAP” or “Previous GAAP”) due to which the Special
purpose Ind AS financial statements were prepared for the purpose of Initial Public Offer (IPO).
382The financial statement for the year ended 31st March 2025 is the first set of Financial
Statements prepared in accordance with the requirements of IND AS 101 - First time adoption
of Indian Accounting Standards. Accordingly, the transition date to IND AS is 01 April 2023.
Up to the Financial year ended March 31, 2024, the Company prepared its financial statements
in accordance with accounting standards notified under the Section 133 of the Act, read
together with paragraph 7 of the Companies (Accounts) Rules, 2014 (“Indian GAAP” or
“Previous GAAP”) due to which the Special purpose Ind AS financial statements were
prepared for the purpose of Initial Public Offer (IPO).
The Audited Special Purpose Ind AS Financial Statements for the year ended 31st March 2024
and 31st March 2023 have been prepared after making suitable adjustments to the accounting
heads from their Indian GAAP values following the accounting policy choices (both mandatory
exceptions and optional exemptions availed as per Ind AS 101 as at the transition date and as
per the presentation, accounting policies and grouping/classifications followed as at and for the
year ended on 31st March 2025. Adjustments made to the previously issued Indian GAAP
Financial Statements to comply with Ind AS have been audited by existing statutory auditors,
M/s. Suresh R Shah & Associates, Chartered Accountants. The basis of preparation for specific
items where exemptions have been applied and reconciliation between Indian GAAP and Ind
AS has been disclosed in Note 47 of the Restated Financial Statements.
These Audited Special Purpose Ind AS Financial Statements as at and for the year ended 31st
March 2024 and 31st March 2023 are not the statutory financial statements under the
Companies Act, 2013.
The accounting policies have been consistently applied by the Company in preparation of the
Restated Financial Information and are consistent with those adopted in the preparation of
Audited Ind AS Financial Statements as at and for the year ended 31st March 2025.
These Restated Financial Information have been prepared on a going concern basis.
These Restated Financial Information does not reflect the effects of events that occurred
subsequent to the respective dates of the board meeting held for the approval of the Financial
Statements as at and for the years ended 31st March 2025, 31st March 2024 and 31st March 2023
as mentioned above.
The Restated Financial Information:
(a) Have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial years ended
31st March 2025, 31st March 2024 and 31st March 2023 to reflect the same accounting
treatment as per the accounting policies and grouping/classifications followed as at and for
the year ended 31st March 2025.
(b) Do not require any adjustment for modification as there is no modification in the
underlying audit reports; and
(c) Have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
383All amounts included in the Restated Financial Information are presented in Indian Rupees
(“INR” or “₹”), which is also the Company’s functional currency and all values are stated as
INR or ₹ million rounded of up to two decimals, except when otherwise indicated.
1.2 Basis of preparation and presentation:
Historical cost convention:
The Restated Financial Information of the Company have been prepared on a historical cost
basis, except for the following assets and liabilities which have been measured at fair value:
(a) Certain financial assets and liabilities measured at fair value (refer accounting policy
regarding financial instruments) and
(b) Defined benefits plan – plan assets are measured at fair value.
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; or
- Held primarily for the purpose of trading; or
- 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.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
The operating cycle is the time between the acquisition of assets for processing and their
realization in cash and cash equivalents. The Company has identified twelve months as its
operating cycle.
3841.3 Key accounting judgments, estimates and assumptions:
The preparation of the Restated Financial Information in conformity with Ind AS requires
management to make estimates, judgements and assumptions. These estimates, judgements and
assumptions affect the application of accounting policies and the reported amounts of assets
and liabilities, the disclosures of contingent assets and liabilities at the date of the Restated
Financial Information and the reported amounts of revenues and expenses during the period.
Application of accounting policies that require critical accounting estimates involving complex
and subjective judgements and the use of assumptions in these Restated Financial Information
have been disclosed in the notes below:
A. Judgments:
In the process of applying the Company’s accounting policies, management has made the
following judgments, which have the most significant effect on the amounts recognised in the
Restated Financial Information.
(a) Leases:
The Company determines the lease term as the non-cancellable term of the lease, together
with any periods covered by an option to extend the lease if it is reasonably certain to be
exercised, or any periods covered by an option to terminate the lease, if it is reasonably
certain not to be exercised.
The Company applies judgment in evaluating whether it is reasonably certain whether to
exercise the option to renew or terminate the lease. That is, it considers all relevant factors
that create an economic incentive for it to exercise either the renewal or termination. After
the commencement date, the Company reassesses the lease term if there is a significant
event or change in circumstances that is within its control and affects its ability to exercise
or not to exercise the option to renew or to terminate (e.g., construction of significant
leasehold improvements or significant customisation to the leased asset).
B. Estimates and assumptions:
Key sources of estimation
The preparation of financial statements in conformity with Ind AS requires that the
management of the Company makes estimates and assumptions that affect the reported
amounts of income and expenses of the period, the reported balances of assets and liabilities
and the disclosures relating to contingent liabilities as of the date of the financial statements.
The estimates and underlying assumptions made by management are explained under
respective policies. Revisions to accounting estimates include useful lives of property, plant
and equipment & intangible assets, allowance for expected credit loss, future obligations in
respect of retirement benefit plans, expected cost of completion of contracts, fair
385value/recoverable amount measurement, etc. Difference, if any, between the actual results and
estimates is recognised in the period in which the results are known.
The key assumptions concerning the future and other key sources of estimation uncertainty at
the reporting date, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities, are described below. Accounting estimates could change from
period to period. Actual results could differ from these estimates. Appropriate changes in
estimates are made as management becomes aware of changes in circumstances surrounding
the estimates. Changes in estimates are reflected in the Restated Financial Information in the
period in which changes are made and if material, then effects are disclosed in the notes to the
Restated Financial Information.
(a) Taxes:
Uncertainties exist with respect to the interpretation of tax regulations, changes in tax laws,
and the amount and timing of future taxable income. Given the wide range of business
relationships differences arising between the actual results and the assumptions made, or
future changes to such assumptions, could necessitate future adjustments to tax income
and expense already recorded. The Company establishes provisions, based on reasonable
estimates. The amount of such provisions is based on various factors, such as experience
of previous tax audits and differing interpretations of tax regulations by the taxable entity
and the responsible tax authority.
(b) Defined benefit plans:
The cost of defined benefit plans (i.e. gratuity benefit) is determined using actuarial
valuations. An actuarial valuation involves making various assumptions which may differ
from actual developments in the future. These include the determination of the discount
rate, future salary increases, mortality rates and future pension increases. Due to the
complexity of the valuation, the underlying assumptions and its long-term nature, a defined
benefit obligation is highly sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date. The same is disclosed in Note 38, ‘Employee Benefit
Expense’.
(c) Fair value measurement of financial instruments:
When the fair values of financial assets and financial liabilities recorded in the balance
sheet cannot be measured based on quoted prices in active markets, their fair value is
measured using valuation techniques, including the discounted cash flow (DCF) model,
which involve various judgements and assumptions.
386(d) Property, plant and equipment:
Property, plant and equipment represents significant portion of the asset base of the
Company. The charge in respect of periodic depreciation is derived after determining an
estimate of assets expected useful life and expected value at the end of its useful life. The
useful life and residual value of Company's assets are determined by management at the
time asset is acquired and reviewed periodically including at the end of each reporting
period. The useful life is based on historical experience with similar assets, in anticipation
of future events, which may have impact on their life such as change in technology or
commercial obsolescence arising from changes or improvements in production or from a
change in market demand of the product or service output of the asset.
Material Accounting Policies:
1.4 Property, Plant and Equipment
Recognition and Measurement:
An item of property, plant and equipment that qualifies as an asset is measured on initial
recognition at its cost. Following the initial recognition, all items of property, plant and
equipment are measured at cost, less accumulated depreciation, and accumulated impairment
losses, if any.
The cost of an item of property, plant and equipment comprises its purchase price, including
import duties and non-refundable purchase taxes or levies, directly attributable cost of bringing
the item to its working condition for its intended use and the initial estimate of
decommissioning, restoration and similar liabilities, if any. Such cost also includes the cost of
replacing part of the property, plant and equipment and borrowing costs for long-term
construction projects if the recognition criteria are met. Other Indirect expenses incurred
relating to project, net of income earned during the project development stage prior to its
intended use, are considered as pre-operative expenses and disclosed under Capital Work-in-
Progress.
Items such as spare parts, stand-by equipment and servicing equipment that meet the definition
of property, plant and equipment are capitalised at cost and depreciated over their useful life.
If significant parts of an item of property, plant and equipment have different useful lives, then
they are accounted for as separate items (major components) of property, plant and equipment.
The Management of respective companies have carried out the technical review for
identification of significant components with different useful life with that of useful life of the
original assets to which it belongs. However, based on technical analysis, it has been noticed
that the useful life of the significant components is more or less remain the same with that of
the original assets to which it belongs so no separate useful life are assigned to significant
components. All the significant components are depreciated based on the same useful life with
that of original assets to which it belongs.
387Subsequent Expenditure:
Subsequent expenditure is capitalised only if it is probable that the future economic benefits
associated with the expenditure will flow to the Company and cost of the item can be measured
reliably.
Depreciation:
Depreciation on items of property, plant and equipment is provided to the extent of depreciable
amount on the Written-Down Value (WDV) Method. Depreciation is provided by the Company
based on useful life of the assets as prescribed in Schedule II of the Act.
Freehold land is not depreciated. Useful Life considered for calculation of depreciation for
various class of assets are as under:
Sr. No. Asset class Useful life (Years)
1 Building 30
2 Plant & Machinery 15
3 Furniture & Fixtures 10
4 Vehicle / Motor Cars 8
5 Office Equipments 5
6 Computer & Softwares 3
7 Mobile Phones 5
8 Other Assets 10
The useful lives, residual values of each part of an item of property, plant and equipment and
the depreciation methods are reviewed at the end of each reporting period. If any of these
expectations differs from previous estimates, such change is accounted for as a change in an
accounting estimate and adjusted prospectively.
De-recognition:
The carrying amount of an item of property, plant and equipment is derecognised on disposal
or when no future economic benefits are expected from its use or disposal.
Gains or losses arising from de-recognition of property, plant and equipment are measured as
the difference between the net disposal proceeds and the carrying amount of the asset and are
recognised in the statement of profit and loss when the asset is derecognised.
1.5 Capital Work-in-Progress (CWIP)
Projects under which tangible assets are not yet ready for their intended use and other capital
work-in-progress are carried at cost, comprising direct cost, related incidental expenses and
attributable borrowing costs. Advances given towards acquisition of fixed assets outstanding
at each balance sheet date are disclosed as other non-current assets and not included as a part
of capital work-in-progress.
388Costs incurred during the period of implementation of a project, till it is commissioned, is
accounted as capital work-in-progress and after commissioning the same is
transferred/allocated to the respective item of property, plant and equipment.
1.6 Investment Property
Recognition and Measurement
Property that is held for long-term rental yields or for capital appreciation or both, and that is
not occupied by the Company, is classified as investment property. Policies with respect to
depreciation, useful life and de-recognition are followed on the same basis as stated for
property, plant and equipment above.
Though the Company measures investment property using cost-based measurement, the fair
value of investment property is disclosed in the notes. Fair values are determined based on an
annual evaluation performed by an external independent valuer.
Transfer of property from investment property to the property, plant and equipment is made
when the property is no longer held for long term rental yields or for capital appreciation or
both at carrying amount of the property transferred.
1.7 Intangible Assets
Recognition and Measurement
Intangible assets are recognised when it is probable that the future economic benefits that are
attributable to the assets will flow to the Company and the cost of the asset can be measured
reliably. Intangible assets are initially measured at cost. Such intangible assets are subsequently
measured at cost less accumulated amortisation and any accumulated impairment losses.
Subsequent Expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other expenditure is recognised in
statement of profit and loss in the period in which expenditure is incurred.
Amortisation
Intangible assets with finite lives are amortised over the estimated useful economic life using
the Written-Down Value (WDV) Method. The amortisation expense on intangible assets with
finite lives is recognised in the statement of profit and loss. The estimated useful life of
intangible assets as determined by the Company is mentioned as below:
Sr. No. Asset Class Useful Life (Years)
1 Intangible Assets / Computer Software 3
3891.8 Leases
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind
AS 116. Identification of a lease requires significant judgment.
The Company uses judgment in assessing whether a contract (or part of contract) include a
lease, the lease term (including anticipated renewals), the applicable discount rate, variable
lease payments whether are in-substance fixed. The judgment involves assessment of whether
the asset included in the contract is a fully or partly identified asset based on the facts and
circumstances, whether the contract include a lease and non-lease component and if so,
separation thereof for the purpose of recognition and measurement, determination of lease term
basis, inter alia the non-cancellable period of lease and whether the lessee intends to opt for
continuing with the use of the asset upon the expiry thereof, and whether the lease payments
are fixed are variable or a combination of both.
The determination of whether an arrangement is (or contains) a lease is based on the substance
of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if
fulfilment of the arrangement is dependent on the use of a specific asset or assets and the
arrangement conveys a right to use the asset or assets, even if that right is not explicitly
specified in an arrangement.
For arrangements entered prior to transition date, the Company has determined whether the
arrangement contain lease on the basis of facts and circumstances existing on the date of
transition.
Right of Use Assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the
date the underlying asset is available for use). Right-of-use assets are measured at cost, less
any accumulated depreciation and accumulated impairment losses, and adjusted for any re-
measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Right-of-use assets are depreciated on
a straight-line basis over the unexpired period of lease.
Lease Liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at
the present value of lease payments to be made over the lease term. The lease payments include
fixed payments (including in substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be paid
under residual value guarantees.
In calculating the present value of lease payments, the Company uses its incremental borrowing
rate at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to
reflect the accretion of interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is re-measured if there is a modification, a change in the
lease term, or a change in the lease payment
390Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases (i.e.,
those leases that have a lease term of 12 months or less from the commencement date and do
not contain a purchase option). Further the above lease also qualifies for low-value assets
recognition exemption as they are of low-value. Lease payments on short-term leases and
leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
1.9 Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity.
The Company determines the classification of its financial assets and liabilities at initial
recognition. The classification depends on the Company’s business model for managing the
financial assets and the contractual terms of the cash flows.
A. Financial Assets
Initial Recognition and Measurement
All financial assets are initially recognised at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets, which are not at Fair Value Through
Profit or Loss (FVTPL), are adjusted to the fair value on initial recognition. Purchase and sale
of financial assets are recognised using trade date accounting.
Subsequent Measurement
(a) Financial Assets measured at Amortised Cost (AC)
A Financial asset is subsequently measured at amortised cost if it meets the following
criteria:
i. the asset is held within a business model whose objective is to hold the asset in order to
collect contractual cash flows, and
ii. the contractual terms of the financial asset give rise on a specified date to cash flows
that are solely payments of principal and interest on the principal outstanding.
(b) Financial Assets measured at Fair Value Through Other Comprehensive Income
(FVTOCI)
A Financial Asset is measured at FVTOCI, if it meets the following criteria:
i. the asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets, and
ii. the contractual terms of the financial asset give rise on specified dates to cash flows that
represents solely payments of principal and interest on the principal amount
outstanding.
The Company has made an irrevocable election for its investments which are classified as
equity instruments to present the subsequent changes in fair value in other comprehensive
income based on its business model.
391On de-recognition of such financial assets, cumulative gain or loss previously recognised
in other comprehensive income is not reclassified from the equity to statement of profit
and loss.
(c) Financial Assets measured at Fair Value through Profit or Loss (FVTPL)
A financial asset which is not classified in any of the above categories are measured at
FVTPL. These assets are subsequently measured at fair value. Net gains and losses,
including any interest or divided income, are recognised in profit or loss.
Financial assets are reclassified subsequent to their recognition, if the Company changes
its business model for managing those financial assets. Changes in business model are
made and applied prospectively from the reclassification date which is the first day of
immediately next reporting period following the changes in business model in accordance
with principles laid down under Ind AS 109 – Financial Instruments.
(d) Other Equity Investments
All other equity investments are measured at fair value, with value changes recognised in
statement of profit and loss, except for those equity investments for which the Company
has elected to present the value changes in other comprehensive income. However,
dividend on such equity investments is recognised in statement of profit and loss when the
Company’s right to receive payment is established.
Impairment of Financial Assets
In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for
evaluating impairment of financial assets other than those measured at Fair Value Through
Profit and Loss (FVTPL). Expected credit losses are measured through a loss allowance at an
amount equal to:
• The 12-months expected credit losses (expected credit losses that result from those default
events on the financial instrument that are possible within 12 months after the reporting
date); or
• Full lifetime expected credit losses (expected credit losses that result from all possible
default events over the life of the financial instrument).
For trade receivables the Company applies ‘simplified approach’ which requires expected
lifetime losses to be recognised from initial recognition of the receivables. The Company uses
historical default rates to determine impairment loss on the portfolio of trade receivables. At
every reporting date these historical default rates are reviewed and changes in the forward
looking estimates are analysed.
For other assets, the Company uses 12-month ECL to provide for impairment loss where there
is no significant increase in credit risk. If there is significant increase in credit risk, full lifetime
ECL is used.
B. Financial Liabilities
392Initial Recognition and Measurement
All financial liabilities are recognised at fair value and in case of borrowings, net of directly
attributable cost. Fees of recurring nature are directly recognised in the statement of profit and
loss as finance cost.
Subsequent Measurement
Financial liabilities are carried at amortised cost using the effective interest method. For trade
and other payables maturing within one year from the balance sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments.
C. De-recognition of Financial Instruments
The Company derecognises a financial asset when the contractual rights to the cash flows from
the financial asset expire or it transfers the financial asset and the transfer qualifies for de-
recognition under Ind AS 109. If the Company retains substantially all the risks and rewards
of ownership of a transferred financial asset, the Company continues to recognize the financial
asset and also recognizes a borrowing for the proceeds received.
A financial liability (or a part of a financial liability) is derecognised from the balance sheet
when the obligation specified in the contract is discharged or cancelled or expired.
D. Offsetting
Financial assets and financial liabilities are offset and the net amount is presented in the balance
sheet when, and only when, the Company has a legally enforceable right to set off the amount
and it intends, either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
1.10 Fair Value Measurement
The Company measures financial instruments, such as, investments, derivatives at fair value at
each balance sheet date.
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 is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
• In the principal market for the asset or liability,
• In the absence of a principal market, in the most advantageous market for the asset or
liability. The principal or the most advantageous market must be accessible by the
Company.
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market participants act
in their best economic interest. The Company uses valuation techniques that are appropriate in
the circumstances and 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 consolidated financial
393statements are categorized within the fair value hierarchy, described as follows, which gives
highest priority to quoted prices in active markets and the lowest priority to unobservable
inputs.
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 — Valuation techniques for inputs other than quoted prices included within Level 1
that are observable for the asset or Liability either directly or indirectly.
Level 3 — Valuation techniques for inputs that are unobservable for the asset or liability.
For the purpose of fair value disclosures, the Company has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy as explained above.
1.11 Impairment of Non-Financial Assets
The Company’s non-financial assets, other than inventories and deferred tax assets, are
reviewed at each reporting date to determine whether there is any indication of impairment. If
any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows are grouped
together into cash generating units (CGUs). Each CGU represents the smallest group of assets
that generates cash inflows that are largely independent of the cash inflows of other assets or
CGUs.
The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and
its fair value less costs to sell. Value in use is based on the estimated future cash flows,
discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the CGU (or the asset).
The Company’s corporate assets (e.g., central office building for providing support to various
CGUs) do not generate independent cash inflows. To determine impairment of a corporate
asset, recoverable amount is determined for the CGUs to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its
estimated recoverable amount. Impairment losses are recognised in the statement of profit and
loss except for properties previously revalued with the revaluation surplus taken to other
comprehensive income. For such properties, the impairment is recognised in other
comprehensive income up to the amount of any previous revaluation surplus. An impairment
loss in respect of assets for which impairment loss has been recognised in prior periods, the
Company reviews at each reporting date whether there is any indication that the loss has
decreased or no longer exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. Such a reversal is made only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
1.12 Foreign Currencies Transactions and Translation
394Functional and Presentation Currency:
Items included in the financial statements are measured using the currency of the primary
economic environment in which the entity operates ('the functional currency'). The Company’s
Restated Financial Information are presented in Indian Rupee (INR) which is also the
Company’s functional and presentation currency.
Transactions and Balances:
On initial recognition, transactions in foreign currencies entered by the Company are recorded
in the functional currencies, by applying to the foreign currency rate, the spot exchange rate
between the functional currency and the foreign currency at the date of the transaction.
Exchange differences arising on foreign exchange transactions settled during the period are
recognised in the statement of profit and loss.
Foreign currency monetary items (Monetary assets and liabilities) outstanding of the Company
as at the reporting date are translated using the exchange rates prevailing at such reporting
dates. Non-monetary items that are measured at historical cost in a foreign currency, are
translated using the exchange rate at the date of the transaction. Non-monetary items that are
measured at fair value in a foreign currency, are translated using the exchange rates at the date
when the fair value is measured.
In case of an asset, expense or income where a non-monetary advance is paid/received, the date
of transaction is the date on which the advance was initially recognised. If there were multiple
payments or receipts in advance, multiple dates of transactions are determined for each
payment or receipt of advance consideration.
Exchange Differences:
Exchange differences arising out of these translations are recognised in the statement of profit
and loss in the period in which they arise with exception of exchange differences arising on
translation of non-monetary items measured at fair value is treated in line with the recognition
of the gain or loss on the change in fair value of the item (i.e. translation differences on items
whose fair value gain or loss is recognised in other comprehensive income or statement of
profit and loss are also recognised in other comprehensive income or statement of profit and
loss, respectively).
1.13 Cash and Cash Equivalents
The Company considers all highly liquid financial instruments, which are readily convertible
into known amounts of cash that are subject to an insignificant risk of change in value and
having original maturities of three months or less from the date of purchase, to be cash
equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted
for withdrawal and usage.
1.14 Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when the Company has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of the
395amount of the obligation. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
A contingent liability is:
(a) a possible obligation that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the entity or;
(b) a present obligation that arises from past events but is not recognised because;
i. it is not probable that an outflow of resources embodying economic benefits will be
required to settle the obligation or
ii. the amount of the obligation cannot be measured with sufficient reliability.
Disclosure of contingent liability is made when there is a possible obligation arising from past
events, the existence of which will be confirmed only by the occurrence or non-occurrence of
one or more uncertain future events not wholly within the control of the Company or a present
obligation that arises from past events where it is either not probable that an outflow of
resources embodying economic benefits will be required to settle or a reliable estimate of
amount cannot be made.
A contingent asset is a possible asset that arises from the past events and whose existence will
be confirmed only by the occurrence or non- occurrence of one or more of uncertain future
events not wholly within the control of the entity. Contingent assets are disclosed in the
Restated Financial Information by way of notes to accounts when an inflow of economic
benefits is probable.
1.15 Discontinued operations and non-current assets held for sale
Discontinued operation is a component of the Company that has been disposed of or classified
as held for sale and represents a major line of business.
Non-current assets and disposal groups are classified as held for sale if their carrying amount
is intended to be recovered principally through a sale (rather than through continuing use) when
the asset (or disposal group) is available for immediate sale in its present condition subject only
to terms that are usual and customary for sale of such asset (or disposal group) and the sale is
highly probable and is expected to qualify for recognition as a completed sale within one year
from the date of classification.
Non-current assets and disposal groups classified as held for sale are measured at lower of their
carrying amount and fair value less costs to sell.
1.16 Revenue Recognition (Revenue from Contracts with Customers)
The Company derives revenue primarily from EPC Contracts, project management services
and manufacturing of Heavy Equipments.
396(a) Sale of Goods & Services:
Revenue from contracts with customers is recognised when a performance obligation is
satisfied by transfer of promised goods or services to a customer.
For performance obligation satisfied over time, the revenue recognition is done using input
method by measuring the progress towards complete satisfaction of performance
obligation. The progress is measured in terms of a proportion of actual cost incurred to-
date, to the total estimated cost attributable to the performance obligation as it best depicts
the transfer of control that occurs as costs are incurred.
The Company transfers control of a good or service over time and therefore satisfies a
performance obligation and recognises revenue over a period of time if one of the
following criteria is met:
(a) the customer simultaneously consumes the benefit of the Company’s performance or
(b) the customer controls the asset as it is being created/ enhanced by the Company’s
performance or
(c) there is no alternative use of the asset and the Company has either explicit or implicit
right of payment considering legal precedents,
In all other cases, performance obligation is considered as satisfied at a point in time.
The revenue is recognised to the extent of transaction price allocated to the performance
obligation satisfied. 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.
Significant judgments are used in:
a. Determining the revenue to be recognised in case of performance obligation satisfied
over a period of time; revenue recognition is done by measuring the progress towards
complete satisfaction of performance obligation.
b. Determining the expected losses, which are recognised in the period in which such
losses become probable based on the expected total contract cost as at the reporting date.
397Revenue from operations:
Revenue includes adjustments made towards liquidated damages and variation wherever
applicable. Escalation and other claims, which are not ascertainable/acknowledged by
customers are not taken into account.
Revenue from sale of manufactured and traded goods including contracts for
supply/commissioning of complex plant and equipment is recognised as follows:
Revenue is recognised when the control of the same is transferred to the customer and it
is probable that the Company will collect the consideration to which it is entitled for the
exchanged goods. Revenue from commissioning of complex plant and equipment is
recognised either ‘over the period of time’ or ‘at a point in time’ based on an assessment
of the transfer of control as per the terms of the contract.
The Company does not expect to have any contracts where the period between the transfer
of the promised goods or services to the customer and payment by the customer exceeds
one year. As a consequence, it does not adjust any of the transaction prices for the time
value of money.
(b) Dividend and Interest Income:
Dividend income from investments is recognised when the Company’s right to receive the
payment has been established, which is generally when shareholders approve the dividend.
Interest income from a financial asset is recognised when it is probable that the economic
benefits will flow to the Company and the amount of income can be measured reliably.
Interest income is accrued on time basis, by reference to the principal outstanding and at
the effective interest rate applicable.
For all debt instruments measured either at amortised cost or at fair value through other
comprehensive income, interest income is recorded using the Effective Interest Rate (EIR),
which is the rate that exactly discounts the estimated future cash payments or receipts over
the expected life of the financial instrument or a shorter period, where appropriate, to the
gross carrying amount of the financial asset or to the amortised cost of a financial liability.
Interest income is included in other income in the statement of profit and loss.
(c) Profit or loss on sale of Investments:
Profit or Loss on sale of investments are recorded on transfer of title from the Company,
and is determined as the difference between the sale price and carrying value of investment
and other incidental expenses.
(d) Rental Income:
Rental income from investment property is recognised in the statement of profit and loss
over the term of the lease.
(e) Insurance Claims:
398Claims receivable on account of insurance are accounted for to the extent no significant
uncertainty exists for the measurement and realisation of the amount.
Insurance Claims, other than claim filed against fire accident, have been booked on receipt
basis.
(f) Miscellaneous Income:
All other income is recognized on an accrual basis, when there is no uncertainty in its
ultimate realization/collection.
1.17 Government grants, subsidies and export incentives:
Government grants are recognised where there is reasonable assurance that the grant will be
received and all attached conditions will be complied with.
Government grants relating to income are deferred and recognised in the profit or loss over the
period necessary to match them with the costs that they are intended to compensate and
presented within other income.
Government grants/subsidies relating to the purchase of property, plant and equipment are
deducted from the Carrying amount of the Assets. The grant is recognised in the Statement of
Profit and Loss over the useful life of the depreciable assets.
1.18 Inventories
Inventories have been valued on the following basis:
Nature of Inventories Basis of Inventories Valuation
Inventories of Raw Materials are valued at the lower of cost and
net realisable value.
Cost includes cost of purchase and other costs incurred in
Raw Material Stock
bringing the inventories to their present location and condition.
Cost is determined on Weighted Average basis. Cost of raw
material excludes all taxes and duties.
Semi-Finished (WIP) Goods Stocks are valued at cost plus
Semi-Finished (WIP)
appropriate overheads directly attributable to manufacturing
Goods Stock
activity.
Inventories of Finished Goods are valued at the lower of cost
and net realisable value.
Finished Goods Stock
Cost represents material, labour and manufacturing expenses
and other incidental costs to bring the inventory in present
location and condition.
Stores & Spares Stock Stores & Spares stocks are valued at cost.
Stock in Transit Stock in transit stocks is valued at material cost.
399The comparison of cost and net realisable value is made on an item-by item basis. Net realisable
value is the estimated selling price in the ordinary course of business less estimated cost of
completion and estimated costs necessary to make the sale.
Assessment of net realisable value is made at each reporting period end and when the
circumstances that previously caused inventories to be written-down below cost no longer exist
or when there is clear evidence of an increase in net realisable value because of changed
economic circumstances, the write-down, if any, in the past period is reversed to the extent of
the original amount written-down so that the resultant carrying amount is the lower of the cost
and the revised net realisable value.
1.19 Employee Benefits Expense
Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the services are
classified as short-term employee benefits and they are recognised in the period in which the
employee renders the related services. The undiscounted amount of short-term employee
benefits expected to be paid in exchange for the services rendered by employees are recognised
as an expense during the period when the employees render the services.
Long term employee benefits
Defined Contribution Plans
The Company’s contribution paid/payable during the period to Provident Fund, Pension
Scheme and Employee State Insurance Scheme are considered as defined contribution plans.
Recognition and Measurements of Defined Contribution Plan
The contribution paid/payable under those plans are recognised as an expense, in the statement
of profit and loss during the period in which the employee renders the services.
If the contribution payable to the scheme for service received before the balance sheet date
exceeds the contribution already paid, the deficit payable to the scheme is recognised as a
liability. If the contribution already paid exceeds the contribution due for services received
before the balance sheet date, then excess is recognised as an asset to the extent that the pre-
payment will lead to a reduction in future payment or a cash refund.
Defined Benefit Plans
The Company pays gratuity to the employees who have completed five years of service with
the Company at the time of resignation superannuation. The gratuity is paid @15 days’ basic
salary for every completed year of service as per the Payment of Gratuity Act, 1972.
Recognition and Measurements of Defined Benefit Plan
The liability in respect of gratuity and other post-employment benefits is calculated using the
Projected Unit Credit Method and spread over the period during which the benefit is expected
to be derived from employees’ services.
400Actuarial gains and losses are recognised immediately in the statement of profit and loss and
other comprehensive income in the period which they occur.
Termination benefits:
Termination benefits are charged to the Statement of Profit and Loss in the year of accrual
when the Company is committed without any possibility of withdrawal of an offer made to
either terminate employment before the normal retirement date or as a result of an offer made
to encourage voluntary retirement.
Compensated absences and earned leaves:
The Company’s current policy permits eligible employees to accumulate compensated
absences up to a prescribed limit and receive cash in lieu thereof in accordance with the terms
of the policy. The Company measures the expected cost of accumulating compensated absences
as the additional amount that the Company expects to pay as a result of unused entitlement that
has accumulated as at the reporting date. The expected cost of these benefits is calculated using
the projected unit credit method by qualified actuary every year. Actuarial gains and losses
arising from experience adjustment and changes in actuarial assumptions are recognized in the
statement of profit and loss in the period in which they arise. The obligations are presented as
current liabilities in the balance sheet if the entity does not have an unconditional right to defer
settlement for at least twelve months after the reporting period, regardless of when the actual
settlement is expected to occur.
1.20 Tax Expenses
The tax expenses for the period comprises of current tax and deferred income tax. Tax is
recognised in statement of profit and loss, except to the extent that it relates to items recognised
in other comprehensive income, in which case, the tax is also recognised in other
comprehensive income.
(a) Current Tax
Current tax is the amount of income taxes payable in respect of taxable profit for a period.
Taxable profit differs from ‘profit before tax’ as reported in the statement of profit and loss
because of items of income or expense that are taxable or deductible in other years and
items that are never taxable or deductible under the Indian Income Tax Act, 1961.
Current tax is measured using tax rates that have been enacted by the end of reporting
period for the amounts expected to be recovered from or paid to the taxation authorities.
Current tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the Income Tax authorities, based on tax rates and laws that are enacted at the
balance sheet date.
(b) Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of
assets and liabilities in the Restated Financial Information and the corresponding tax bases
used in the computation of taxable profit.
401Deferred tax assets are recognised to the extent it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of
unused tax losses can be utilised. Deferred tax liabilities and assets are measured at the tax
rates that are expected to apply in the period in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that have been enacted or substantively enacted
by the end of the reporting period. The carrying amount of deferred tax liabilities and assets
are reviewed at the end of each reporting period and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow the benefits of part
or all of such deferred tax assets to be utilised.
(c) Minimum Alternate Tax (MAT):
Minimum Alternate Tax (MAT) credit are recognised if there is convincing evidence that
the Company will pay normal tax after the tax holiday period and the resultant asset can
be measured reliably. The excess tax paid under MAT provisions, being over and above
regular tax liability, can be carried forward for a period of the years from the year of
recognition and is available for set off against future tax liabilities computed under regular
tax provisions, to the extent MAT liability.
(d) Presentation of Current and Deferred Tax:
Current and deferred tax are recognised as income or an expense in the statement of profit
and loss, except when they relate to items that are recognised in other comprehensive
income, in which case, the current and deferred tax income/expense are recognised in other
comprehensive income.
The Company offsets current tax assets and current tax liabilities, where it has a legally
enforceable right to set off the recognised amounts and where it intends either to settle on
a net basis, or to realize the asset and settle the liability simultaneously. In case of deferred
tax assets and deferred tax liabilities, the same are offset if the Company has a legally
enforceable right to set off corresponding current tax assets against current tax liabilities
and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the
same tax authority on the Company.
1.21 Borrowing Costs
Borrowing costs includes interest & exchange differences arising from foreign currency
borrowings to the extent they are regarded as an adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset
which necessarily take a substantial period of time to get ready for their intended use or sale
are capitalized as part of the cost of that asset. All other borrowing costs are recognised as an
expensed in the period in which they occur.
1.22 Earnings per share
Basic earnings per share is computed by dividing the profit or loss attributable to equity
shareholders of the Company by the weighted average number of equity shares outstanding
during the period.
402Diluted earnings per share is computed by dividing the profit after tax by the weighted average
number of equity shares considered for deriving the basic earnings per share and the weighted
average number of equity shares that could have been issued upon conversion of all dilutive
potential equity shares.
1.23 Segment Reporting
The Company identifies operating segments based on the dominant source, nature of risks and
return and the internal organisation and management structure and for which discrete financial
information is available. The CODM monitors the operating results of the segments for the
purpose of making decisions about resource allocation and performance assessment.
The operating segment has been identified and reported taking into account its internal financial
reporting, performance evaluation and organizational structure of its operations. Operating
segment is reported in the manner evaluated by board, considered as chief operating decision
maker under Ind AS 108 “Operating Segments”.
The Company has only one segment of activity, namely “engineering, procurement,
fabrication, construction, installation, commissioning, project management services and
manufacturing of Heavy Equipments”, in accordance with the definition of “Segment” covered
under Indian Accounting Standards (Ind AS) 108 on operating segments.
1.24 Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary
items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or
accruals of past or future cash receipts or payments. The cash flows from operating, investing
and financing activities of the Company are segregated based on the available information.
1.25 Event Occurring after the reporting period:
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
disclosed.
4031.26 Recent Indian Accounting Standards (Ind AS)
There are no new or amended standards issued but not effective as at the end of reporting period
which may have a significant impact on the financials statements of the Company.
404405406407408409410411412413414415416417418419420421422423424425426427428429430431432433434435436437438439440441442443444445OTHER FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company for Fiscals
2025, 2024, and 2023 together with all the annexures, schedules and notes thereto (“Audited Financial
Information”) are available on our website at www.oswalenergies.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 Draft Red Herring Prospectus; or (ii) a prospectus, a statement in
lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of
any offer or an offer document 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 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 Standalone 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:
(₹ in million other than share data)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Restated earning per equity share
- Basic earnings per share (in ₹)* 13.80 6.31 1.12
- Diluted earnings per share (in ₹)* 13.80 6.31 1.12
Return on Net Worth (%) 73.27 71.81 22.11
Net Asset Value Per Equity Share (in ₹) 25.74 11.94 5.64
EBITDA 909.51 373.80 97.82
Notes: *As adjusted for bonus pursuant to resolutions passed by our Board and the Shareholders in their
meetings dated October 1, 2024, and November 15, 2024, respectively, our Company has issued and allotted
Equity Shares on November 20, 2024 through a bonus issue to the shareholders who held shares as on November
18, 2024 in the ratio of ten (10) Equity Shares for every one (1) Equity Share held
The Non-GAAP Financial Measures
This Draft Red Herring Prospectus are a supplemental measure of our performance and liquidity that are not
required by, or presented in accordance with Ind AS. 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.
See “Risk Factors – We have included certain Non-GAAP Measures, industry metrics and key performance
indicators related to our operations and financial performance in this Draft Red Herring Prospectus that are
subject to inherent measurement challenges. These Non-GAAP Measures, industry metrics and key
performance indicators may not be comparable with financial, or industry-related statistical information of
similar nomenclature computed and presented by other companies. Such supplemental financial and
operational information is therefore of limited utility as an analytical tool for investors and there can be no
assurance that there will not be any issues or such tools will be accurate going forward” on page 66.
446MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey management’s perspective on our financial condition and results
of operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023. This discussion and analysis are based on, and should
be read in conjunction with, our Restated Financial Information (including the schedules, notes and significant
accounting policies thereto) included in the section titled “Restated Financial Information” on page 372.
Our Restated Financial Information have been derived from our audited Ind AS financial statements for Fiscal
2025, Fiscal 2024, Fiscal 2023 and restated in accordance with the SEBI ICDR Regulations and the Guidance
Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI. Our financial statements are
prepared in accordance with Ind AS, notified under the Companies (Indian Accounting Standards) Rules, 2015,
and read with Section 133 of the Companies Act, 2013 to the extent applicable. Ind AS differs in certain material
respects from IFRS and U.S. GAAP and other accounting principles with which prospective investors may be
familiar. Accordingly, the degree to which the financial statements prepared in accordance with Ind AS included
in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s
level of familiarity with Ind AS accounting policies. We have not attempted to quantify the impact of IFRS or U.S.
GAAP on the financial information included in this Draft Red Herring Prospectus, nor do we provide a
reconciliation of our financial information to IFRS or U.S. GAAP. Any reliance by persons not familiar with Ind
AS accounting policies on the financial disclosures presented in this Draft Red Herring Prospectus should
accordingly be limited. Please also see “Risk Factors – Significant differences exist between Ind-AS and other
accounting principles, such as U.S. GAAP and IFRS, which may be material to the Restated Financial Information
prepared and presented in accordance with Ind-AS contained in this Draft Red Herring Prospectus”, on page 69.
Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the 12 months
ended March 31 of that year. All references to a year are to that Fiscal Year, unless otherwise noted.
Unless otherwise indicated or the context requires otherwise, the financial information for Fiscal 2025, Fiscal
2024 and Fiscal 2023, included herein have been derived from our restated balance sheets as at March 31, 2025,
March 31, 2024 and March 31, 2023, and restated statements of profit and loss, cash flows and changes in equity
for the fiscal years ended March 31, 2025, March 31, 2024 and March 31, 2023 of the Company, together with
the statement of significant accounting policies, and other explanatory information thereon.
Some of the information contained in this section, including information with respect to our strategies, contain
forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward-
Looking Statements” on page 23 for a discussion of the risks and uncertainties related to those statements and
also the section titled “Risk Factors” and “Our Business” on pages 40 and 305, respectively, for a discussion of
certain factors that may affect our business, results of operations and financial condition. The actual results of
the Company may differ materially from those expressed in or implied by these forward-looking statements.
Unless otherwise indicated, industry and market data used in this section has been derived from the D&B Report
prepared and released by Dun & Bradstreet and commissioned and paid for by us and prepared exclusively in
connection with the Offer. We commissioned the D&B Report on June,2025. The D&B Report is available at the
following web-link: www.oswalenergies.com. 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 financial year. For further details and risks in relation to commissioned
reports, see “Risk Factors -Certain sections of this Draft Red Herring Prospectus contain information from the
D&B Report which we commissioned and purchased and any reliance on such information for making an
investment decision in the Offer is subject to inherent risks” on page 64. Also, see “Certain Conventions, Use of
Financial Information and Market Data and Currency of Presentation – Industry and market data” on page 19.
Overview
We are an integrated engineering, procurement and construction (“EPC”) company and manufacturer of process
equipment and packages, providing concept to commissioning solution as a one stop solution provider, with over
years of experience, a global presence and the capabilities to deliver integrated engineering, project management,
design, procurement, construction and manufacturing solutions to a diverse range of industries in energy segment,
including oil and gas, power and petrochemicals.
Our business operations are organized into two (2) primary divisions: (i) Project Division; and (ii) Heavy
Engineering Division. Under the Project Division, we carry out EPC services tailored to meet the unique needs of
our clients, and our expertise lies in surface facilities, early production facilities, steel pipelines network, gas
447processing plants, and cross-country pipelines. Under the Heavy Engineering Division, we manufacture and
supply heavy equipment and products, namely process equipment, process skids and process packages. Set out in
the table below are the breakdown of our revenue from operations by divisions for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Division % of total % of total % of total
₹ million revenue from ₹ million revenue from ₹ million revenue from
operations operations operations
Project Division 2971.48 72.32% 1,604.56 62.67% 1,370.98 85.68%
Heavy Engineering
1137.26 27.68% 955.81 37.33% 229.14 14.32%
Division
Total 4108.74 100.00% 2,560.37 100.00% 1,600.12 100.00%
Most of the EPC projects we executed for clients in the oil and gas industry, in the upstream segment and are of
value ranging from ₹500 million to ₹1,500 million. In the Heavy Engineering Division, our orders ranged from
₹100 million to ₹1,000 million.
We have one (1) manufacturing facility located in Gandhinagar in the state of Gujarat in India (the
“Manufacturing Facility”). Our Company is committed to quality and safety, and we have ISO 9001:2015, ISO
45001:2018 and ISO 14001-2015 certifications, ensuring adherence to the highest standards. We also maintain
ASME “U” and “U2” stamps for our Manufacturing Facility. Our Manufacturing Facility has an installed capacity
of 2000 MT, 2000 MT, and 2000 MT for Fiscal 2025, Fiscal 2024, and Fiscal 2023 respectively.
In Fiscal 2025, Fiscal 2024, and Fiscal 2023, we (i) provided EPC services to customers in India under our Project
Division and (ii) supplied our products to customers in India and overseas under our Heavy Engineering Division.
Under the Project Division, we provide EPC services as a one-stop service provider to our customers in India,
which are tailored to meet the unique needs of our clients. Our expertise lies in surface facilities, early production
facilities, steel pipelines network, gas processing plants, and cross-country pipelines. In the past, under the Heavy
Engineering Division, we exported our products to 9 countries, namely the United States of America, Spain, Italy,
Kazakhstan, UAE, Singapore, Malaysia, Nigeria, and South Korea. Set out in the table below are the breakdown
of our revenue from operations by geographic segments for the periods indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total
Particulars % of total
revenue revenue
₹ million ₹ million ₹ million revenue from
from from
operations
operations operations
Domestic Sales 3431.20 83.51% 2,143.95 83.74% 1,600.12 100.00%
Export Sales 677.54 16.49% 416.41 16.26% - -
Total 4108.74 100.00% 2,560.37 100.00% 1,600.12 100.00%
Over decades of our operations, we have developed strong relationships with our customers, including global
companies such as Frontier Petroleum Services LLC, and Indian companies such as Vedanta Limited, Synergia
Energy Limited, Sun Petrochemicals Private Limited, Thermax Limited, Fives India Engineering & Projects
Private Limited, and Koerting Engineering Private Limited.
Our individual Promoters, Ratan Babulal Bokadia and Jayant Babulal Bokadia have been associated with our
Company since 2013 and Dixit Jitendra Bokadia has been associated with our Company since 2018. Our
Promoters have an average of over 16 years of experience in the oil and gas sector especially in engineering
procurement and construction projects. Each of our Senior Management Personnel has an experience of more than
15 years and possesses significant business and management expertise. As of March 31, 2025, our Company has
285 employees, of which 90 are qualified engineers. We believe that the combination of our experienced
Promoters, management team and skilled employees position us well to capitalize on future growth opportunities.
Since the commencement of Fiscal 2023, we have executed 5 EPC projects under our Project Division, quantifying
to an aggregate contract value of approximately ₹3348.64 million and successfully completed 21 contracts under
our Heavy Engineering Division quantifying to an aggregate contract value of approximately ₹ 991.83 million.
Our execution capabilities have grown significantly with time, both in terms of the size and nature of projects that
we bid for and execute, and the number of projects that we execute simultaneously. As at March 31, 2025, we
448have four (4) ongoing EPC projects under the Project Division with an aggregate contract value of ₹7,205.20
million and three (3) ongoing contracts under the Heavy Engineering Division with an aggregate project value of
₹1,152.50 million.
Significant factors affecting our results of operations and financial condition
Our business, prospects, results of operations and financial conditions are affected by a number of factors,
including the following:
Cost and availability of raw materials
Our cost of materials consumed constitutes a significant component of our cost structure. For Fiscals 2025, 2024
and 2023 our cost of materials consumed (inclusive of change in inventories) was ₹2,193.51 million, ₹1,357.84
million and ₹969.12 million, constituting 53.39%, 53.03% and 60.57% , respectively of our revenue from
operations, respectively.
Our cost of materials consumed are generally impacted by our price of raw material and manufacturing volumes.
Our primary raw materials required for the manufacture of our products include compressors, E-House, cables,
pumps, valves, instruments of various nature, pipes etc . Accordingly, the prices we pay for these raw materials
can fluctuate due to volatility in the commodity markets or in foreign currency exchange rates. Similarly, the price
we pay for domestic steel can fluctuate due to volatility in Indian steel prices, though those are quoted in Indian
Rupees.
While we are generally able to pass on changes in the cost of our raw materials to our clients (whether due to
changes in commodity index prices or exchange rates), we may not be able to do so immediately or fully, and as
a result, fluctuations in the price of these raw materials may affect our operating results. We also purchase forward-
contracts to hedge our exposure to changes in materials and components. As a result, we believe that our business
is generally covered against fluctuations in materials and components, and our margins are not affected by material
changes in the prices of materials and components.
Given that we import some of our raw materials, our raw material procurement is subject to global supply and
demand, as well as global shipping and logistics dynamics. It is possible that we could be exposed to global
shortages of materials or delays in the delivery of materials.
Execution capabilities
Our ability to complete our projects within the expected completion dates or at all is subject to a number of risks
and unforeseen events, including, without limitation collaboration with third parties, changes in applicable
regulations, availability of adequate financing arrangements on commercially viable terms, as well as an inability
or delay in securing necessary statutory or regulatory approvals for such projects. Our EPC projects are required
to achieve commercial operation no later than the scheduled commercial operation dates specified under the
relevant EPC contracts, or by the end of the extension period, if any is granted by our clients. We provide our
clients with performance guarantees for the completion of the construction of our projects within a specified time
frame. The client may also be entitled to terminate the EPC contract in the event of delay in completion of the
work if the delay is not on account of any of the agreed exceptions. In addition to the risk of termination by the
client, delays in completion of development may result in cost overruns, lower or no returns on capital and reduced
revenue for the client thus impacting the project’s performance, as well as failure to meet scheduled debt service
payment dates and increased interest costs from our financing agreements for the projects. Delay in completion
of projects have major repercussions on our business including but not limited to fines and penalties payable to
the vendor as per the agreed terms and conditions, partial forfeiture of our earnest money and we may be subject
to disputes brought by the vendors or suppliers, etc.
Foreign currency fluctuations
We present our financial statements in Indian Rupee. However, given that we also export our products to the
overseas market, a portion of our business transactions is denominated in foreign currencies. Our revenue from
operations from outside India geographical segment, amounted to ₹ 677.54 million, ₹416.41 million and Nil ,
representing 16.49%, 16.26% and Nil%, of our revenue from operations in Fiscals 2025, 2024 and 2023,
respectively.
Further, while we seek to hedge our foreign currency risk by entering into foreign exchange forward contracts,
any steps undertaken to hedge the risks due to fluctuations in currencies may not adequately hedge against any
449losses we incur due to such fluctuations. The following table sets forth details of our foreign currency exposure
for the indicated periods:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Trade USD receivables 0.52 0.52 -
Competition and pricing pressure
We operate in a highly competitive environment, both in India and internationally. The industry is fragmented,
with a diverse range of competitors, both large multinational companies and smaller regional players. The success
of our operations is heavily reliant on our ability to effectively compete, particularly by leveraging our unique
capabilities.
Some of our competitors possess greater financial resources and larger manufacturing capacities. Certain
competitors may also benefit from cost advantages in their operations or have expertise in manufacturing specific
products and have access to certain technologies due to their collaboration/tie-ups with certain international
manufacturers. As a result, they may offer a broader product range, larger sales teams, and more extensive
intellectual property resources, enabling them to appeal to a wider range of customers across various sectors. Our
ability to remain competitive and achieve desired margins is influenced by both domestic and international
competition. However, we believe our focus on optimizing our product portfolio and continuing to distinguish
our capabilities will help us maintain a competitive edge in this dynamic market environment.
Key Performance Indicators and Non-GAAP Financial Measures
In addition to our financial results determined in accordance with Ind AS, we consider and use those certain non-
GAAP financial measures and key performance indicators that are presented below as supplemental measures to
review and assess our operating performance. Our management does not consider these non-GAAP financial
measures and key performance indicators in isolation or as an alternative to the Restated Financial Information.
We present these non-GAAP financial measures and key performance indicators because we believe they are
useful to our Company in assessing and evaluating our operating performance, and for internal planning and
forecasting purposes. We believe these non-GAAP financial measures and key performance indicators, when
taken collectively with the Restated Financial Information, prepared in accordance with Ind AS, may be helpful
to investors as an additional tool to evaluate our ongoing operating results and trends and to compare our financial
results to prior periods.
Non-GAAP financial information is not recognized under Ind AS and do not have standardized meanings
prescribed by Ind AS. In addition, non-GAAP financial measures and key performance indicators used by us may
differ from similarly titled non-GAAP measures used by other companies. The principal limitation of these non-
GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to be
recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations
as they reflect the exercise of judgment by management about which expenses and income are excluded or
included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-
GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS.
Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP
financial measures to their most directly comparable Ind AS financial measures included below and to not rely on
any single financial measure to evaluate our business. Other companies may calculate non-GAAP metrics
differently from the way we calculate these metrics. See “Risk Factors – We have in this Draft Red Herring
Prospectus included certain Non-GAAP Measures that may vary from any standard methodology that is
applicable across the mining and logistics industries and may not be comparable with financial information of
similar nomenclature computed and presented by other companies” on page 66.
Set forth below are certain non-GAAP measures derived from our Restated Financial Information for the Fiscal
2025, 2024 and 2023.
450(₹ in million, except for ratios, days and percentages)
As of and for the Fiscal
Particulars
2025 2024 2023
Financial Parameters
Revenue from operations (₹ million)(1) 4,108.74 2,560.37 1,600.12
Growth in Revenue from Operations
60.47% 60.01% 77.64%
(%)(2)
EBITDA (₹ million) (3) 909.51 373.80 97.82
EBITDA Margin (%)(4) 22.14% 14.60% 6.11%
EBIT (₹ million) (v) 884.57 352.22 85.45
EBIT Margin (%)(vi) 21.53% 13.76% 5.34%
Profit After Tax (₹ million) (vii) 657.95 300.77 53.40
Profit After Tax Margin (%)(viii) 15.94% 11.45% 3.33%
RoE (%)(ix) 73.27% 71.81% 22.11%
RoCE (%)(x) 82.42% 63.90% 27.62%
Total Asset Turnover (x) (xi) 1.52 1.54 1.55
Net Fixed Asset Turnover(xii) 34.04 22.33 20.94
Net Working Capital Days(xiii) 115 49 97
Net Debt (₹ million) (xiv) 147.84 71.55 -9.10
Net Debt to EBITDA (x) (xv) 0.16 0.19 -0.09
Net Debt to Equity (x) (xvi) 0.12 0.13 -0.03
Operational Parameters
Order Book(xvii) 8,357.70 4898.13 2487.94
Notes:
i. Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Information.
ii. Revenue Growth (%) is calculated as Revenue from operations for the current year minus Revenue from operations for the previous
year as a % of Revenue from operations for the previous year.
iii. EBITDA is calculated as Profit before tax for the year, plus finance costs and depreciation and amortization expenses, less other
income
iv. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations
v. EBIT is calculated as Profit before tax for the year, plus finance costs less other income
vi. EBIT Margin (%) is calculated as EBIT divided by Revenue from Operations
vii. Profit after tax (PAT) refers to Restated Profit/(Loss) for the year from Continuing Operations as appearing in the Financial
Information
viii. PAT Margin (%) is calculated as Profit for the year as a percentage of Total Income
ix. ROE is calculated as Restated Profit attributable to owners of the Company divided by Average Equity for the year.
Average Equity is calculated as average of the total equity at the beginning of the year and at the end of the year.
x. RoCE is calculated as Earnings before interest and taxes (EBIT) divided by Average Capital Employed. EBIT is calculated as
Profit before tax plus finance costs.
Average Capital Employed is calculated as average of the capital employed at the beginning of the year and at the end of the year.
Capital Employed is sum total of Total Net Worth and Total Debt.
xi. Total Asset Turnover is Revenue from Operations divided by Average Total Assets
xii. Net Fixed Asset Turnover is calculated as Revenue from Operations divided by Average Net Fixed Assets which consists of
Property, Plant and Equipment, Capital Work-In Progress and Right- to -use Assets.
xiii. Net Working Capital Days is calculated as Inventory Days (Average Inventory / COGS * No. of Days) Plus Receivables Days
(Average Trade Receivables / Revenue from Operations * No. of days) minus Payable Days (Average Trade Payables / COGS *
No. of Days)
xiv. Net Debt is Total Borrowings (Current + Non-Current) minus Total Cash and Cash Equivalent and Bank Balance Other than Cash
and cash equivalent))
xv. Net Debt to EBITDA is Net Debt divided by EBITDA
xvi. Net Debt to Equity is Net Debt divided by Total Equity
xvii. Our Order Book represents the estimated aggregated contract value of the unexecuted portion of our existing EPC projects and
HED projects.
Statement of Significant Accounting Policies
Statement of Compliance and Basis of preparation
The Restated Financial Information of the Company comprises of the Restated Statement of Assets and Liabilities
as at 31st March 2025, 31st March 2024 and 31st March 2023, the Restated Statement of Profit and Loss (including
Other Comprehensive Income), the Restated Statement of Changes in Equity and the Restated Statement of Cash
Flows for years ended 31st March 2025, 31st March 2024 and 31st March 2023, and the Material Accounting
451Policies and other explanatory information relating to such financial periods (referred to collectively as ‘Restated
Financial Information’).
These Restated Financial Information have been prepared by the Management of the Company as required under
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (“ICDR Regulations”) issued by the Securities and Exchange Board of India ('SEBI'), in pursuance of
the Securities and Exchange Board of India Act, 1992, for the purpose of inclusion in the Draft Red Herring
Prospectus (‘DRHP’) in connection with the proposed Initial Public Offering of equity shares of face value of Rs.
10 each of the Company comprising a fresh issue and an offer for sale of equity shares held by the selling
shareholders (the “Offer”), prepared by the Company in terms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
(b) ICDR Regulations;
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI) (the “Guidance Note”); and
The Restated Financial Information of the Company have been prepared to comply in all material respects with
the Indian Accounting Standards (“Ind AS”) as prescribed under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 (as amended from time to time), presentation requirements of Division
II of Schedule III of the Act, as applicable to the financial statements and other relevant provisions of the Act.
The Restated Financial Information of the Company were authorized for issue by the Board of Directors at their
meeting held on June 10, 2025.
These Restated Financial Information of the Company have been compiled from:
(a) Audited Special Purpose Ind AS Financial Statements of the Company as at and for the years ended 31st
March 2025, 31st March 2024 and 31st March 2023 which were prepared by the Company after taking into
consideration the requirements of the ICDR Regulations in accordance with 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 and which have been approved by the Board of Directors
of the Company at their meeting held on March June 10, 2025, on which the Joint Auditors have expressed
an unmodified opinion.
(b) The financial information for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 included
in the special purpose Ind AS financial statements are based on the previously issued statutory financial
statements prepared for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 in accordance
with the Companies (Accounting Standard) Rules, 2006 & audited and reported by statutory auditor, M/s.
Suresh R Shah & Associates, Chartered Accountants having Firm Registration Number – 110691W, has
issued an unmodified audit opinion vide audit reports dated June 10, 2025, June 29, 2024 and June 12, 2023,
and which has been translated into figures as per Ind AS after incorporating Ind AS adjustments to align
accounting policies, exemptions and disclosures as adopted by the Company.
The Company has prepared its financial statements in accordance with accounting standards notified under the
Section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (“Indian GAAP”
or “Previous GAAP”) due to which the Special purpose Ind AS financial statements were prepared for the purpose
of Initial Public Offer (IPO).
The Audited Special Purpose Ind AS Financial Statements have been prepared after making suitable adjustments
to the accounting heads from their Indian GAAP values following the accounting policy choices (both mandatory
exceptions and optional exemptions availed as per Ind AS 101. Adjustments made to the previously issued Indian
GAAP Financial Statements to comply with Ind AS have been audited by existing statutory auditors, M/s. Suresh
R Shah & Associates, Chartered Accountants. The basis of preparation for specific items where exemptions have
been applied and reconciliation between Indian GAAP and Ind AS has been disclosed in Note 47 of the Restated
Financial Statements.
These Audited Special Purpose Ind AS Financial Statements are not the statutory financial statements under the
Companies Act, 2013.
The accounting policies have been consistently applied by the Company in preparation of the Restated Financial
Information and are consistent with those adopted in the preparation of Audited Special Purpose Ind AS Financial
Statements as at and for the year ended 31st March 2025, 31st March 2024 and 31st March 2023.
These Restated Financial Information have been prepared on a going concern basis.
452These Restated Financial Information does not reflect the effects of events that occurred subsequent to the
respective dates of the board meeting held for the approval of the Financial Statements as at and for years ended
31st March 2025, 31st March 2024 and 31st March 2023 as mentioned above.
The Restated Financial Information:
(a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping/reclassifications retrospectively for financial years ended 31st March 2025, 31st March 2024
and 31st March 2023.
(b) Do not require any adjustment for modification as there is no modification in the underlying audit reports;
and
(c) Have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
All amounts included in the Restated Financial Information are presented in Indian Rupees (“INR” or “₹”), which
is also the Company’s functional currency and all values are stated as INR or ₹ million rounded of up to two
decimals, except when otherwise indicated.
1.1. Basis of preparation and presentation:
Historical cost convention:
The Restated Financial Information of the Company have been prepared on a historical cost basis, except for the
following assets and liabilities which have been measured at fair value:
(a) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding
financial instruments) and
(b) Defined benefits plan – plan assets are measured at fair value.
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; or
• Held primarily for the purpose of trading; or
• 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.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and
cash equivalents. The Company has identified twelve months as its operating cycle.
1.2. Key accounting judgments, estimates and assumptions:
The preparation of the Restated Financial Information in conformity with Ind AS requires management to make
estimates, judgements and assumptions. These estimates, judgements and assumptions affect the application of
accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the Restated Financial Information and the reported amounts of revenues and expenses
during the period. Application of accounting policies that require critical accounting estimates involving complex
and subjective judgements and the use of assumptions in these Restated Financial Information have been disclosed
in the notes below:
453A. Judgments:
In the process of applying the Company’s accounting policies, management has made the following judgments,
which have the most significant effect on the amounts recognised in the Restated Financial Information.
(a) Leases:
The Company determines the lease term as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an
option to terminate the lease, if it is reasonably certain not to be exercised.
The Company applies judgment in evaluating whether it is reasonably certain whether to exercise the option to
renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to
exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term
if there is a significant event or change in circumstances that is within its control and affects its ability to exercise
or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or
significant customisation to the leased asset).
B. Estimates and assumptions:
Key sources of estimation
The preparation of financial statements in conformity with Ind AS requires that the management of the Company
makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the
reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the
financial statements. The estimates and underlying assumptions made by management are explained under
respective policies. Revisions to accounting estimates include useful lives of property, plant and equipment &
intangible assets, allowance for expected credit loss, future obligations in respect of retirement benefit plans,
expected cost of completion of contracts, fair value/recoverable amount measurement, etc. Difference, if any,
between the actual results and estimates is recognised in the period in which the results are known.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities, are
described below. Accounting estimates could change from period to period. Actual results could differ from these
estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances
surrounding the estimates. Changes in estimates are reflected in the Restated Financial Information in the period
in which changes are made and if material, then effects are disclosed in the notes to the Restated Financial
Information.
(a) Taxes:
Uncertainties exist with respect to the interpretation of tax regulations, changes in tax laws, and the amount and
timing of future taxable income. Given the wide range of business relationships differences arising between the
actual results and the assumptions made, or future changes to such assumptions, could necessitate future
adjustments to tax income and expense already recorded. The Company establishes provisions, based on
reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous
tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority.
(b) Defined benefit plans:
The cost of defined benefit plans (i.e. gratuity benefit) is determined using actuarial valuations. An actuarial
valuation involves making various assumptions which may differ from actual developments in the future. These
include the determination of the discount rate, future salary increases, mortality rates and future pension
increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined
benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each
reporting date. The same is disclosed in Note 32, ‘Employee Benefit Expense’.
(c) Fair value measurement of financial instruments:
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques, including the
discounted cash flow (DCF) model, which involve various judgements and assumptions.
(d) Property, plant and equipment:
Property, plant and equipment represents significant portion of the asset base of the Company. The charge in
respect of periodic depreciation is derived after determining an estimate of assets expected useful life and
expected value at the end of its useful life. The useful life and residual value of Company's assets are determined
454by management at the time asset is acquired and reviewed periodically including at the end of each reporting
period. The useful life is based on historical experience with similar assets, in anticipation of future events, which
may have impact on their life such as change in technology or commercial obsolescence arising from changes or
improvements in production or from a change in market demand of the product or service output of the asset.
Material Accounting Policies:
1.3. Property, Plant and Equipment
Recognition and Measurement:
An item of property, plant and equipment that qualifies as an asset is measured on initial recognition at its cost.
Following the initial recognition, all items of property, plant and equipment are measured at cost, less accumulated
depreciation, and accumulated impairment losses, if any.
The cost of an item of property, plant and equipment comprises its purchase price, including import duties and
non-refundable purchase taxes or levies, directly attributable cost of bringing the item to its working condition for
its intended use and the initial estimate of decommissioning, restoration and similar liabilities, if any. Such cost
also includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term
construction projects if the recognition criteria are met. Other Indirect expenses incurred relating to project, net
of income earned during the project development stage prior to its intended use, are considered as pre-operative
expenses and disclosed under Capital Work-in-Progress.
Items such as spare parts, stand-by equipment and servicing equipment that meet the definition of property, plant
and equipment are capitalised at cost and depreciated over their useful life.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted
for as separate items (major components) of property, plant and equipment. The Management of respective
companies have carried out the technical review for identification of significant components with different useful
life with that of useful life of the original assets to which it belongs. However, based on technical analysis, it has
been noticed that the useful life of the significant components is more or less remain the same with that of the
original assets to which it belongs so no separate useful life are assigned to significant components. All the
significant components are depreciated based on the same useful life with that of original assets to which it
belongs.
Subsequent Expenditure:
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the
expenditure will flow to the Company and cost of the item can be measured reliably.
Depreciation:
Depreciation on items of property, plant and equipment is provided to the extent of depreciable amount on the
Written-Down Value (“WDV”) Method. Depreciation is provided by the Company based on useful life of the
assets as prescribed in Schedule II of the Act.
Freehold land is not depreciated. Useful Life considered for calculation of depreciation for various class of assets
are as under:
Sr. No. Asset class Useful life (Years)
1 Building 30
2 Plant & Machinery 15
3 Furniture & Fixtures 10
4 Vehicle / Motor Cars 8
5 Office Equipments 5
6 Computer & Softwares 3
7 Mobile Phones 5
8 Other Assets 10
The useful lives, residual values of each part of an item of property, plant and equipment and the depreciation
methods are reviewed at the end of each reporting period. If any of these expectations differs from previous
estimates, such change is accounted for as a change in an accounting estimate and adjusted prospectively.
455De-recognition:
The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future
economic benefits are expected from its use or disposal.
Gains or losses arising from de-recognition of property, plant and equipment are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of
profit and loss when the asset is derecognised.
1.4. Capital Work-in-Progress (CWIP)
Projects under which tangible assets are not yet ready for their intended use and other capital work-in-progress
are carried at cost, comprising direct cost, related incidental expenses and attributable borrowing costs. Advances
given towards acquisition of fixed assets outstanding at each balance sheet date are disclosed as other non-current
assets and not included as a part of capital work-in-progress.
Costs incurred during the period of implementation of a project, till it is commissioned, is accounted as capital
work-in-progress and after commissioning the same is transferred/allocated to the respective item of property,
plant and equipment.
1.5. Investment Property
Recognition and Measurement
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the
Company, is classified as investment property. Policies with respect to depreciation, useful life and de-recognition
are followed on the same basis as stated for property, plant and equipment above.
Though the Company measures investment property using cost-based measurement, the fair value of investment
property is disclosed in the notes. Fair values are determined based on an annual evaluation performed by an
external independent valuer.
Transfer of property from investment property to the property, plant and equipment is made when the property is
no longer held for long term rental yields or for capital appreciation or both at carrying amount of the property
transferred.
1.6. Intangible Assets
Recognition and Measurement
Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the
assets will flow to the Company and the cost of the asset can be measured reliably. Intangible assets are initially
measured at cost. Such intangible assets are subsequently measured at cost less accumulated amortisation and any
accumulated impairment losses.
Subsequent Expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific
asset to which it relates. All other expenditure is recognised in statement of profit and loss in the period in which
expenditure is incurred.
Amortisation
Intangible assets with finite lives are amortised over the estimated useful economic life using the Written-Down
Value (WDV) Method. The amortisation expense on intangible assets with finite lives is recognised in the
statement of profit and loss. The estimated useful life of intangible assets as determined by the Company is
mentioned as below:
Sr. No. Asset Class Useful Life (Years)
1 Intangible Assets / Computer Software 3
1.7. Leases
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116.
Identification of a lease requires significant judgment.
The Company uses judgment in assessing whether a contract (or part of contract) include a lease, the lease term
(including anticipated renewals), the applicable discount rate, variable lease payments whether are in-substance
fixed. The judgment involves assessment of whether the asset included in the contract is a fully or partly identified
456asset based on the facts and circumstances, whether the contract include a lease and non-lease component and if
so, separation thereof for the purpose of recognition and measurement, determination of lease term basis, inter
alia the non-cancellable period of lease and whether the lessee intends to opt for continuing with the use of the
asset upon the expiry thereof, and whether the lease payments are fixed are variable or a combination of both.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent
on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that
right is not explicitly specified in an arrangement.
For arrangements entered prior to transition date, the Company has determined whether the arrangement contain
lease on the basis of facts and circumstances existing on the date of transition.
Right of Use Assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
accumulated impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use
assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a
straight-line basis over the unexpired period of lease.
Lease Liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including in substance
fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate,
and amounts expected to be paid under residual value guarantees.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a
modification, a change in the lease term, or a change in the lease payment
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that
have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Further
the above lease also qualifies for low-value assets recognition exemption as they are of low-value. Lease payments
on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the
lease term.
1.8. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
The Company determines the classification of its financial assets and liabilities at initial recognition. The
classification depends on the Company’s business model for managing the financial assets and the contractual
terms of the cash flows.
A. Financial Assets
Initial Recognition and Measurement
All financial assets are initially recognised at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets, which are not at Fair Value Through Profit or Loss (FVTPL), are adjusted
to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade date
accounting.
Subsequent Measurement
(a) Financial Assets measured at Amortised Cost (AC)
A Financial asset is subsequently measured at amortised cost if it meets the following criteria:
i. the asset is held within a business model whose objective is to hold the asset in order to collect contractual
cash flows, and
457ii. the contractual terms of the financial asset give rise on a specified date to cash flows that are solely
payments of principal and interest on the principal outstanding.
(b) Financial Assets measured at Fair Value Through Other Comprehensive Income (FVTOCI)
A Financial Asset is measured at FVTOCI, if it meets the following criteria:
i. the asset is held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets, and
the contractual terms of the financial asset give rise on specified dates to cash flows that represents solely
payments of principal and interest on the principal amount outstanding.
The Company has made an irrevocable election for its investments which are classified as equity instruments
to present the subsequent changes in fair value in other comprehensive income based on its business model.
On de-recognition of such financial assets, cumulative gain or loss previously recognised in other
comprehensive income is not reclassified from the equity to statement of profit and loss.
(c) Financial Assets measured at Fair Value through Profit or Loss (FVTPL)
A financial asset which is not classified in any of the above categories are measured at FVTPL. These assets
are subsequently measured at fair value. Net gains and losses, including any interest or divided income, are
recognised in profit or loss.
Financial assets are reclassified subsequent to their recognition, if the Company changes its business model
for managing those financial assets. Changes in business model are made and applied prospectively from the
reclassification date which is the first day of immediately next reporting period following the changes in
business model in accordance with principles laid down under Ind AS 109 – Financial Instruments.
(d) Other Equity Investments
All other equity investments are measured at fair value, with value changes recognised in statement of profit
and loss, except for those equity investments for which the Company has elected to present the value changes
in other comprehensive income. However, dividend on such equity investments is recognised in statement
of profit and loss when the Company’s right to receive payment is established.
Impairment of Financial Assets
In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating
impairment of financial assets other than those measured at Fair Value Through Profit and Loss (FVTPL).
Expected credit losses are measured through a loss allowance at an amount equal to:
• The 12-months expected credit losses (expected credit losses that result from those default events on the
financial instrument that are possible within 12 months after the reporting date); or
• Full lifetime expected credit losses (expected credit losses that result from all possible default events over the
life of the financial instrument).
For trade receivables the Company applies ‘simplified approach’ which requires expected lifetime losses to be
recognised from initial recognition of the receivables. The Company uses historical default rates to determine
impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are
reviewed and changes in the forward looking estimates are analysed.
For other assets, the Company uses 12-month ECL to provide for impairment loss where there is no significant
increase in credit risk. If there is significant increase in credit risk, full lifetime ECL is used.
B. Financial Liabilities
Initial Recognition and Measurement
All financial liabilities are recognised at fair value and in case of borrowings, net of directly attributable cost. Fees
of recurring nature are directly recognised in the statement of profit and loss as finance cost.
Subsequent Measurement
Financial liabilities are carried at amortised cost using the effective interest method. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the
short maturity of these instruments.
C. De-recognition of Financial Instruments
458The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for de-recognition under Ind AS 109. If the
Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company
continues to recognize the financial asset and also recognizes a borrowing for the proceeds received.
A financial liability (or a part of a financial liability) is derecognised from the balance sheet when the obligation
specified in the contract is discharged or cancelled or expired.
D. Offsetting
Financial assets and financial liabilities are offset and the net amount is presented in the balance sheet when, and
only when, the Company has a legally enforceable right to set off the amount and it intends, either to settle them
on a net basis or to realise the asset and settle the liability simultaneously.
1.9. Fair Value Measurement
The Company measures financial instruments, such as, investments, derivatives at fair value at each balance sheet
date.
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 is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability,
• In the absence of a principal market, in the most advantageous market for the asset or liability. The principal
or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their best economic interest. The Company
uses valuation techniques that are appropriate in the circumstances and 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 consolidated financial
statements are categorized within the fair value hierarchy, described as follows, which gives highest priority to
quoted prices in active markets and the lowest priority to unobservable inputs.
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 — Valuation techniques for inputs other than quoted prices included within Level 1 that are observable
for the asset or Liability either directly or indirectly.
Level 3 — Valuation techniques for inputs that are unobservable for the asset or liability.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
1.10. Impairment of Non-Financial Assets
The Company’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows are grouped together into cash
generating units (CGUs). Each CGU represents the smallest group of assets that generates cash inflows that are
largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less
costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the CGU (or the asset).
The Company’s corporate assets (e.g., central office building for providing support to various CGUs) do not
generate independent cash inflows. To determine impairment of a corporate asset, recoverable amount is
determined for the CGUs to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable
amount. Impairment losses are recognised in the statement of profit and loss except for properties previously
revalued with the revaluation surplus taken to other comprehensive income. For such properties, the impairment
459is recognised in other comprehensive income up to the amount of any previous revaluation surplus. An impairment
loss in respect of assets for which impairment loss has been recognised in prior periods, the Company reviews at
each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a
reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
1.11. Foreign Currencies Transactions and Translation
Functional and Presentation Currency:
Items included in the financial statements are measured using the currency of the primary economic environment
in which the entity operates ('the functional currency'). The Company’s Restated Financial Information are
presented in Indian Rupee (INR) which is also the Company’s functional and presentation currency.
Transactions and Balances:
On initial recognition, transactions in foreign currencies entered by the Company are recorded in the functional
currencies, by applying to the foreign currency rate, the spot exchange rate between the functional currency and
the foreign currency at the date of the transaction. Exchange differences arising on foreign exchange transactions
settled during the period are recognised in the statement of profit and loss.
Foreign currency monetary items (Monetary assets and liabilities) outstanding of the Company as at the reporting
date are translated using the exchange rates prevailing at such reporting dates. Non-monetary items that are
measured at historical cost in a foreign currency, are translated using the exchange rate at the date of the
transaction. Non-monetary items that are measured at fair value in a foreign currency, are translated using the
exchange rates at the date when the fair value is measured.
In case of an asset, expense or income where a non-monetary advance is paid/received, the date of transaction is
the date on which the advance was initially recognised. If there were multiple payments or receipts in advance,
multiple dates of transactions are determined for each payment or receipt of advance consideration.
Exchange Differences:
Exchange differences arising out of these translations are recognised in the statement of profit and loss in the
period in which they arise with exception of exchange differences arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the
item (i.e. translation differences on items whose fair value gain or loss is recognised in other comprehensive
income or statement of profit and loss are also recognised in other comprehensive income or statement of profit
and loss, respectively).
1.12. Cash and Cash Equivalents
The Company considers all highly liquid financial instruments, which are readily convertible into known amounts
of cash that are subject to an insignificant risk of change in value and having original maturities of three months
or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks
which are unrestricted for withdrawal and usage.
1.13. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of
money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
A contingent liability is:
(a) a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
entity or;
(b) a present obligation that arises from past events but is not recognised because;
i. it is not probable that an outflow of resources embodying economic benefits will be required to settle the
obligation or
ii. the amount of the obligation cannot be measured with sufficient reliability.
460Disclosure of contingent liability is made when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the Company or a present obligation that arises from past events where it is either not
probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate
of amount cannot be made.
A contingent asset is a possible asset that arises from the past events and whose existence will be confirmed only
by the occurrence or non- occurrence of one or more of uncertain future events not wholly within the control of
the entity. Contingent assets are disclosed in the Restated Financial Information by way of notes to accounts when
an inflow of economic benefits is probable.
1.14. Discontinued operations and non-current assets held for sale
Discontinued operation is a component of the Company that has been disposed of or classified as held for sale
and represents a major line of business.
Non-current assets and disposal groups are classified as held for sale if their carrying amount is intended to be
recovered principally through a sale (rather than through continuing use) when the asset (or disposal group) is
available for immediate sale in its present condition subject only to terms that are usual and customary for sale of
such asset (or disposal group) and the sale is highly probable and is expected to qualify for recognition as a
completed sale within one year from the date of classification.
Non-current assets and disposal groups classified as held for sale are measured at lower of their carrying amount
and fair value less costs to sell.
1.15. Revenue Recognition (Revenue from Contracts with Customers)
The Company derives revenue primarily from EPC Contracts, project management services and manufacturing
of Heavy Equipments.
(a) Sale of Goods & Services:
Revenue from contracts with customers is recognised when a performance obligation is satisfied by transfer of
promised goods or services to a customer.
For performance obligation satisfied over time, the revenue recognition is done using input method by measuring
the progress towards complete satisfaction of performance obligation. The progress is measured in terms of a
proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation as
it best depicts the transfer of control that occurs as costs are incurred.
The Company transfers control of a good or service over time and therefore satisfies a performance obligation
and recognises revenue over a period of time if one of the following criteria is met:
a. the customer simultaneously consumes the benefit of the Company’s performance or
b. the customer controls the asset as it is being created/ enhanced by the Company’s performance or
c. there is no alternative use of the asset and the Company has either explicit or implicit right of payment
considering legal precedents,
In all other cases, performance obligation is considered as satisfied at a point in time.
The revenue is recognised to the extent of transaction price allocated to the performance obligation satisfied.
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.
Significant judgments are used in:
a. Determining the revenue to be recognised in case of performance obligation satisfied over a period of time;
revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation.
b. Determining the expected losses, which are recognised in the period in which such losses become probable
based on the expected total contract cost as at the reporting date.
Revenue from operations:
Revenue includes adjustments made towards liquidated damages and variation wherever applicable. Escalation
and other claims, which are not ascertainable/acknowledged by customers are not taken into account.
Revenue from sale of manufactured and traded goods including contracts for supply/commissioning of
complex plant and equipment is recognised as follows:
461Revenue is recognised when the control of the same is transferred to the customer and it is probable that the
Company will collect the consideration to which it is entitled for the exchanged goods. Revenue from
commissioning of complex plant and equipment is recognised either ‘over the period of time’ or ‘at a point in
time’ based on an assessment of the transfer of control as per the terms of the contract.
The Company does not expect to have any contracts where the period between the transfer of the promised goods
or services to the customer and payment by the customer exceeds one year. As a consequence, it does not adjust
any of the transaction prices for the time value of money.
(b) Dividend and Interest Income:
Dividend income from investments is recognised when the Company’s right to receive the payment has been
established, which is generally when shareholders approve the dividend.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the
Company and the amount of income can be measured reliably. Interest income is accrued on time basis, by
reference to the principal outstanding and at the effective interest rate applicable.
For all debt instruments measured either at amortised cost or at fair value through other comprehensive income,
interest income is recorded using the Effective Interest Rate (EIR), which is the rate that exactly discounts the
estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period,
where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial
liability. Interest income is included in other income in the statement of profit and loss.
(c) Profit or loss on sale of Investments:
Profit or Loss on sale of investments are recorded on transfer of title from the Company, and is determined as the
difference between the sale price and carrying value of investment and other incidental expenses.
(d) Insurance Claims:
Claims receivable on account of insurance are accounted for to the extent no significant uncertainty exists for the
measurement and realisation of the amount.
Insurance Claims, other than claim filed against fire accident, have been booked on receipt basis.
(e) Miscellaneous Income:
All other income is recognized on an accrual basis, when there is no uncertainty in its ultimate
realization/collection.
1.16. Government grants, subsidies and export incentives:
Government grants are recognised where there is reasonable assurance that the grant will be received and all
attached conditions will be complied with.
Government grants relating to income are deferred and recognised in the profit or loss over the period necessary
to match them with the costs that they are intended to compensate and presented within other income.
Government grants/subsidies relating to the purchase of property, plant and equipment are deducted from the
Carrying amount of the Assets. The grant is recognised in the Statement of Profit and Loss over the useful life of
the depreciable assets.
1.17. Inventories
Inventories have been valued on the following basis:
Nature of Inventories Basis of Inventories Valuation
Inventories of Raw Materials are valued at the lower of cost and net realisable
value.
Raw Material Stock Cost includes cost of purchase and other costs incurred in bringing the
inventories to their present location and condition. Cost is determined on
Weighted Average basis. Cost of raw material excludes all taxes and duties.
Semi-Finished (WIP) Goods Semi-Finished (WIP) Goods Stocks are valued at cost plus appropriate
Stock overheads directly attributable to manufacturing activity.
Inventories of Finished Goods are valued at the lower of cost and net
realisable value.
Finished Goods Stock
Cost represents material, labour and manufacturing expenses and other
462Nature of Inventories Basis of Inventories Valuation
incidental costs to bring the inventory in present location and condition.
Stores & Spares Stock Stores & Spares stocks are valued at cost.
Stock in Transit Stock in transit stocks is valued at material cost.
The comparison of cost and net realisable value is made on an item-by item basis. Net realisable value is the
estimated selling price in the ordinary course of business less estimated cost of completion and estimated costs
necessary to make the sale.
Assessment of net realisable value is made at each reporting period end and when the circumstances that
previously caused inventories to be written-down below cost no longer exist or when there is clear evidence of an
increase in net realisable value because of changed economic circumstances, the write-down, if any, in the past
period is reversed to the extent of the original amount written-down so that the resultant carrying amount is the
lower of the cost and the revised net realisable value.
1.18. Employee Benefits Expense
Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the services are classified as short-term
employee benefits and they are recognised in the period in which the employee renders the related services. The
undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered
by employees are recognised as an expense during the period when the employees render the services.
Long term employee benefits
Defined Contribution Plans
The Company’s contribution paid/payable during the period to Provident Fund, Pension Scheme and Employee
State Insurance Scheme are considered as defined contribution plans.
Recognition and Measurements of Defined Contribution Plan
The contribution paid/payable under those plans are recognised as an expense, in the statement of profit and loss
during the period in which the employee renders the services.
If the contribution payable to the scheme for service received before the balance sheet date exceeds the
contribution already paid, the deficit payable to the scheme is recognised as a liability. If the contribution already
paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as
an asset to the extent that the pre-payment will lead to a reduction in future payment or a cash refund.
Defined Benefit Plans
The Company pays gratuity to the employees who have completed five years of service with the Company at the
time of resignation superannuation. The gratuity is paid @15 days’ basic salary for every completed year of service
as per the Payment of Gratuity Act, 1972.
Recognition and Measurements of Defined Benefit Plan
The liability in respect of gratuity and other post-employment benefits is calculated using the Projected Unit Credit
Method and spread over the period during which the benefit is expected to be derived from employees’ services.
Actuarial gains and losses are recognised immediately in the statement of profit and loss and other comprehensive
income in the period which they occur.
Termination benefits:
Termination benefits are charged to the Statement of Profit and Loss in the year of accrual when the Company is
committed without any possibility of withdrawal of an offer made to either terminate employment before the
normal retirement date or as a result of an offer made to encourage voluntary retirement.
Compensated absences and earned leaves:
The Company’s current policy permits eligible employees to accumulate compensated absences up to a prescribed
limit and receive cash in lieu thereof in accordance with the terms of the policy. The Company measures the
expected cost of accumulating compensated absences as the additional amount that the Company expects to pay
as a result of unused entitlement that has accumulated as at the reporting date. The expected cost of these benefits
is calculated using the projected unit credit method by qualified actuary every year. Actuarial gains and losses
arising from experience adjustment and changes in actuarial assumptions are recognized in the statement of profit
and loss in the period in which they arise. The obligations are presented as current liabilities in the balance sheet
463if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting
period, regardless of when the actual settlement is expected to occur.
1.19. Tax Expenses
The tax expenses for the period comprises of current tax and deferred income tax. Tax is recognised in statement
of profit and loss, except to the extent that it relates to items recognised in other comprehensive income, in which
case, the tax is also recognised in other comprehensive income.
(a) Current Tax
Current tax is the amount of income taxes payable in respect of taxable profit for a period. Taxable profit differs
from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that
are taxable or deductible in other years and items that are never taxable or deductible under the Indian Income
Tax Act, 1961.
Current tax is measured using tax rates that have been enacted by the end of reporting period for the amounts
expected to be recovered from or paid to the taxation authorities.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the Income
Tax authorities, based on tax rates and laws that are enacted at the balance sheet date.
(b) Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
Restated Financial Information and the corresponding tax bases used in the computation of taxable profit.
Deferred tax assets are recognised to the extent it is probable that taxable profit will be available against which
the deductible temporary differences, and the carry forward of unused tax losses can be utilised. Deferred tax
liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is
settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by
the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end
of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will
be available to allow the benefits of part or all of such deferred tax assets to be utilised.
(c) Minimum Alternate Tax (MAT):
Minimum Alternate Tax (MAT) credit are recognised if there is convincing evidence that the Company will pay
normal tax after the tax holiday period and the resultant asset can be measured reliably. The excess tax paid under
MAT provisions, being over and above regular tax liability, can be carried forward for a period of the years from
the year of recognition and is available for set off against future tax liabilities computed under regular tax
provisions, to the extent MAT liability.
(d) Presentation of Current and Deferred Tax:
Current and deferred tax are recognised as income or an expense in the statement of profit and loss, except when
they relate to items that are recognised in other comprehensive income, in which case, the current and deferred
tax income/expense are recognised in other comprehensive income.
The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set
off the recognised amounts and where it intends either to settle on a net basis, or to realize the asset and settle the
liability simultaneously. In case of deferred tax assets and deferred tax liabilities, the same are offset if the
Company has a legally enforceable right to set off corresponding current tax assets against current tax liabilities
and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on
the Company.
1.20. Borrowing Costs
Borrowing costs includes interest & exchange differences arising from foreign currency borrowings to the extent
they are regarded as an adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset which necessarily
take a substantial period of time to get ready for their intended use or sale are capitalized as part of the cost of that
asset. All other borrowing costs are recognised as an expensed in the period in which they occur.
1.21. Earnings per share
Basic earnings per share is computed by dividing the profit or loss attributable to equity shareholders of the
Company by the weighted average number of equity shares outstanding during the period.
464Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity
shares considered for deriving the basic earnings per share and the weighted average number of equity shares that
could have been issued upon conversion of all dilutive potential equity shares.
1.22. Segment Reporting
The Company identifies operating segments based on the dominant source, nature of risks and return and the
internal organisation and management structure and for which discrete financial information is available. The
CODM monitors the operating results of the segments for the purpose of making decisions about resource
allocation and performance assessment.
The operating segment has been identified and reported taking into account its internal financial reporting,
performance evaluation and organizational structure of its operations. Operating segment is reported in the manner
evaluated by board, considered as chief operating decision maker under Ind AS 108 “Operating Segments”.
The Company has only one segment of activity, namely “engineering, procurement, fabrication, construction,
installation, commissioning, project management services and manufacturing of heavy equipments”, in
accordance with the definition of “Segment” covered under Indian Accounting Standards (Ind AS) 108 on
operating segments.
1.23. Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is
adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from operating, investing and financing activities of the Company are
segregated based on the available information.
1.24. Event Occurring after the reporting period:
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 disclosed.
1.25. Recent Indian Accounting Standards (Ind AS)
There are no new or amended standards issued but not effective as at the end of reporting period which may have
a significant impact on the financials statements of the Company.
Overview of Income and Expenditure
The following descriptions set forth information with respect to key components of our profit and loss statement.
Income
Total income consists of revenue from operations and other income.
Revenue from operations. Revenue from operations mainly comprises of revenue from (i) sales of services
provided by us and (ii) sales of products.
Set forth below is a breakdown of our total income for the Fiscals/periods indicated as per the Restated Financial
Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of Total Amount (₹ % of Total Amount (₹ % of Total
million) Income million) Income million) Income
Sale of
manufactured 1034.88 25.08% 955.81 36.39% 229.14 14.28%
goods
Sale of services 3,073.85 74.49% 1,604.56 61.08% 1,370.98 85.46%
Other Income 17.92 0.43% 66.51 2.53% 4.19 0.26%
Total Income 4,126.66 100.00% 2,626.87 100.00% 1,604.31 100.00%
For management’s purposes, our Company’s business is considered to constitute one reporting segment. See
“Restated Financial Information – Notes to Restated Financial Information – Note 44 – Segment Reporting” on
page 372. Nevertheless, our business can be categorized into two (2) board categories (i) sale of manufactured
goods and (ii) sale of services. See “Our Business – Our Operations” on page 305.
Other Income. Other income primarily comprises of recurring non-operating income, such as foreign exchange
gain, net fair value gain / (loss) on investment in equity shares at FVTPL, net gain / (loss) on sale of investment,
465vat refund, profit on sale of fixed assets, duty drawback, interest on income which includes bank FDR interest,
interest on advance given, dividend income and others.
Expenses
Total expenses comprise of cost of material consumed, purchase of traded goods, changes in inventories of
finished goods, stock in trade and work in progress, employee benefits expense, finance cost, depreciation and
amortization expense and other expenses.
Cost of material consumed. Cost of material consumed comprises of the difference in the closing balance vis-à-
vis opening balance of purchases
Purchases of Stock-in-Trade, Changes in Inventories of Finished Goods, Stock-in-Trade, and Work-in-process.
Purchases of stock-in-trade comprises purchase of traded goods. Changes in inventories of stock-in-trade
comprises of the difference in closing balance vis-à-vis opening balance of finished goods, stock-in-trade, and
work in process.
Employee Benefits Expense. Employee benefits expense comprises of salaries, wages, and bonus, director
remuneration, contribution to provident funds, other funds and gratuity and staff welfare expenses.
Finance Costs. Finance costs comprise of interest and other borrowing cost on borrowing from banks, bank
charges, interest on unsecured loans, and interest on lease liability.
Depreciation and Amortisation Expenses. Depreciation and amortisation expenses comprise of depreciation on
property, plant and equipment, depreciation on right-of-use assets, and amortisation of intangible assets.
Other Expenses. Other expenses primarily comprise of direct expenses like site expenses, administrative expenses
comprising of auditor remuneration, administrative expenses, commission expenses, insurance expenses, legal
and professional fees, repair and maintenance expenses, rent and taxes, travelling and conveyance, other operating
expenses, and other expenses comprising of selling and distribution expenses, donation, expected credit loss, and
corporate social responsibility expenses.
Set forth below is a breakdown of our total expenses as percentage of our revenue from operations for the
Fiscals/periods indicated, as per the Restated Financial Information.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of Amount (₹ % of Amount (₹ % of
million) Revenue million) Revenue million) Revenue
from from from
Operations Operations Operations
Cost of Materials
1,949.32 47.44% 1,509.14 58.94% 1,047.87 65.49%
Consumed
Purchases of
- - -
Traded Goods
Changes in
Inventories of
Finished Goods,
244.18 5.94% (151.31) (5.91%) (78.74) (4.92%)
Stock-In-Trade
and Work-In-
Progress
Employee
242.74 5.91% 214.81 8.39% 167.33 10.46%
Benefits Expense
Finance Costs 16.89 0.41% 19.00 0.74% 15.23 0.95%
Depreciation
and Amortization 24.95 0.61% 21.58 0.84% 12.38 0.77%
Expense
Other Expenses 762.98 18.57% 613.92 23.98% 365.84 22.86%
Total expenses 3,241.06 78.88% 2,227.15 86.99% 1,529.90 95.61%
Tax Expense
Our tax expense represents the tax payable on the current period’s taxable income based on the applicable income
tax rate adjusted by income tax payable for earlier years and deferred tax charges or credit (reflecting the tax
effects of timing differences between accounting income and taxable income for the period).
Deferred tax charges and the corresponding deferred tax liabilities or assets are recognized using the tax rates (and
466tax laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply to
taxable income in the years in which those temporary differences are expected to be recovered or settled or the
asset realized. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable
profits will be available against which those deductible temporary differences can be utilized. Deferred tax is
reviewed at each balance sheet date and written down or written up to reflect the amount that is reasonably certain,
as the case may be, to be realized.
Operating Segment
An operating segment is a component of the Company that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
Company's other components and for which discrete financial information is available. The Company’s chief
operating decision-maker (CODM) is considered to be the Company’s Managing Director ('MD'). Information
reported to and evaluated regularly by the CODM for the purposes of resource allocation and assessing
performance focuses on the business as a whole and accordingly, in the context of Operating Segment as defined
under the Indian Accounting Standard 108 'Segment Information', there is no separate reportable segment.
Further Company provides its services only in India and hence there is no Separate reportable segment in this
context.
Results of Operations as per the Restated Financial Information
The following table sets forth select financial information as per the Restated Financial Information for Fiscal
2025, Fiscal 2024 and Fiscal 2023, the components of which are also expressed as a percentage of total income
for such Fiscals/periods:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Total Amount % of Total Amount % of Total
(₹ Income (₹ Income (₹ Income
million) million) million)
Income:
Revenue from
4,108.74 99.57% 2,560.37 97.47% 1,600.12 99.74%
Operations
Other Income 17.92 0.43% 66.51 2.53% 4.19 0.26 %
Total Income 4,126.66 100.00% 2,626.87 100.00% 1,604.31 100.00%
Expenses:
Cost of Materials
1,949.32 47.24% 1,509.14 57.45% 1,047.87 65.32%
Consumed
Purchases of
- - - -
Traded Goods
Changes in
Inventories of
Finished Goods, 244.18 5.92% (151.31) (5.76) % (78.74) (4.91%)
Stock-In-Trade and
Work-In-Progress
Employee Benefits
242.74 5.88% 214.81 8.18% 167.33 10.43%
Expense
Finance Costs 16.89 0.41% 19.00 0.72% 15.23 0.95%
Depreciation and
Amortization 24.95 0.60% 21.58 0.82% 12.38 0.77%
Expense
Other Expenses 762.98 18.49% 613.92 23.37% 365.84 22.80%
Total expenses 3,241.06 78.54% 2,227.15 84.78% 1,529.90 95.36%
Restated Profit /
(loss) before
21.46% 399.72 15.22% 74.41 4.64%
Exceptional Items 885.59
and Tax
Exceptional item
Profit/(loss) before
885.59 21.46% 399.72 15.22% 74.41 4.64%
tax
Current Tax 242.50 5.88% 96.00 3.65% 26.50 1.65%
467Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Total Amount % of Total Amount % of Total
(₹ Income (₹ Income (₹ Income
million) million) million)
Deferred Tax
(14.85) (0.36) 2.96 0.11% (5.49) (0.34%)
Charge/(Credit)
Tax in Respect of
- - - - - -
Earlier Years
Restated
Profit/(Loss) for the
year from 657.95 15.94% 300.77 11.45% 53.40 3.33%
Continuing
Operations
Other
Comprehensive
Income
Items that will not
be Reclassified to
Profit or Loss
Remeasurements of
Net Defined Benefit 0.01 0.00% (0.49) (0.02%) 1.29 0.08%
Plans
Income Tax
Relating to Above (0.00) 0.00% 0.12 0.00% (0.33) (0.02%)
Items
Items that will not
be Reclassified to
Profit or Loss
Difference due to
changes in foreign - - - - - -
exchange reserves
Restated Other
Comprehensive
0.01 0.00% -0.36 -0.01% 0.97 0.06%
Income for the year,
net of tax
Restated Total
Comprehensive 657.95 15.94% 300.40 11.44% 54.37 3.39%
Income for the year
Fiscal 2025 compared to Fiscal 2024
(₹ in million, except percentages)
Particulars Fiscal 2025 Fiscal 2024 Change (%)
Income:
Revenue from Operations 4,108.74 2,560.37 60.47%
Other Income 17.92 66.51 (73.05%)
Total Income 4,126.66 2,626.87 57.09%
Expenses:
Cost of Materials Consumed 1,949.32 1,509.14 29.17%
Purchases of Traded Goods - -
Changes in Inventories of Finished Goods,
244.18 (151.31) 261.38%
Stock-In-Trade and Work-In-Progress
Employee Benefits Expense 242.74 214.81 13.00%
Finance Costs 16.89 19.00 (11.07%)
Depreciation and Amortization Expense 24.95 21.58 15.58%
Other Expenses 762.98 613.92 24.28%
Total Expenses 3,241.06 2,227.15 45.53%
Restated Profit / (loss) before Exceptional
885.59 399.72 121.55%
Items and Tax
468Particulars Fiscal 2025 Fiscal 2024 Change (%)
Exceptional Item - -
Profit / (loss) before tax 885.59 399.72 121.55%
Tax expense
Current Tax 242.50 96.00 152.60%
Deferred Tax Charge/(Credit) (14.85) 2.96 (602.21)%
Tax in Respect of Earlier Years - -
Restated Profit/(Loss) for the year from
657.95 300.77 118.76%
Continuing Operations
Other Comprehensive Income
Items that will not be Reclassified to Profit or
Loss
Remeasurements of Net Defined Benefit Plans 0.01 (0.49) 101.57%
Income Tax Relating to Above Items (0.00) 0.12 (101.57%)
Items that will be reclassified to Profit or Loss
Difference due to changes in foreign exchange
- -
reserves
Restated Other Comprehensive Income for the
0.01 (0.36) (101.57%)
year, net of tax
Restated Total Comprehensive Income for
657.95 300.40 119.02%
the year
Total Income
Our total income increased by 57.09% from ₹ 2,626.87 million in Fiscal 2024 to ₹4,126.66 million in Fiscal 2025,
primarily due to a 60.47 % increase in revenue from operations.
Revenue from Operations
Our revenue from operations increased by 60.47% to ₹ 4,108.74 million for Fiscal 2025 from ₹2,560.37 million
for Fiscal 2024. This increase can be primarily attributed to a 8.27% increase in revenue from sales of
manufactured goods to ₹ 1,034.88 million in Fiscal 2025 from ₹ 955.81 million in Fiscal 2024 primary due to
increase in new orders and customers and an increase of 91.57 % in revenue from sale of services to ₹ 3,073.85
million in Fiscal 2025 from ₹ 1,604.56 million in Fiscal 2024 primary due to increase in new EPC orders. During
Fiscal 2025, we have executed 12 projects amounting to ₹ 4,108.74 million and 15 projects amounting to ₹
2,560.37 million.
Sale of products and services from domestic sales increased by 60.04% to ₹ 3,431.20 million for Fiscal 2025 from
₹ 2,143.95 million for Fiscal 2024. Further, export sales increased by 62.71% to ₹ 677.54 million in Fiscal 2025
from ₹ 416.41 million in Fiscal 2024
Other income
Our other income decreased by 73.05% to ₹17.92 million for Fiscal 2025 from ₹66.51 million for Fiscal 2024,
primarily due to (i) increase in foreign exchange gain by 181.14% to ₹ 1.88 million in Fiscal 2025 from ₹ 0.67
million in Fiscal 2024, (ii) net fair value gain on investment in equity shares at FVTPL was ₹ 30.03 million in
Fiscal 2024 and Nil in Fiscal 2025, (iii) net gain on sale of investments decreased by 85.55% to ₹ 3.83 million in
Fiscal 2025 from ₹ 26.48 million in Fiscal 2024, (iv) Fair value gain on derivatives was ₹ 1.16 million in Fiscal
2025 and Nil in Fiscal 2024, and income from security lending and duty drawback was ₹ 0.47 million and ₹ 0.70
million, respectively in Fiscal 2025 and both were Nil in Fiscal 2024. (v) bank fixed deposit receipt increased by
4636.95 % to ₹ 7.38 million in Fiscal 2025 from ₹ 0.16 million in Fiscal 2024, (vi) interest income on advance
given was Nil in Fiscal 2025 and ₹ 0.15 million in Fiscal 2024, (vii) Dividend income increased by 80.30% to ₹
0.28 million in Fiscal 2025 from ₹ 0.16 million in Fiscal 2024 and other income decreased by 75.00% to ₹ 2.22
million in Fiscal 2025 from ₹ 8.86 million in Fiscal 2024.
Expenses
Cost of Material Consumed. Our cost of materials saw an increase of 29.17% from ₹1,509.14 million in Fiscal
2024 to ₹ 1,949.32 million in Fiscal 2025. This increase was primarily due to an decrease in Opening stock and
increase in purchases.
Changes in inventories of finished goods, stock-in-trade and work-in-progress. Our changes in inventories of
finished goods, stock-in-trade and work-in-progress increased by 261.38 % to ₹ 244.18 million in Fiscal 2025
from ₹ (151.31) million in Fiscal 2024. The increase in changes in inventories of finished goods, stock-in-trade
469and work-in-progress was due to the increase in our opening inventory of work in process.
Employee benefit expense. Employee benefit expense increased by 13.00% to ₹ 242.74 million for Fiscal 2025
from ₹ 214.81 million for Fiscal 2024, which was primarily due to an increase in our salaries, wages and bonus
by 19.21% to ₹ 207.04 million in Fiscal 2025 from ₹ 173.68 million in Fiscal 2024, remuneration to directors
increased by 127.78 % to ₹24.60 million in Fiscal 2025 from ₹ 10.80 million in Fiscal 2024, contribution to
provident funds, other funds, and gratuity by 25.32 % from ₹ 5.09 million in Fiscal 2024 to ₹ 6.37 million in
Fiscal 2025 and staff welfare expenses decreased by 81.30 % to ₹ 4.72 million in Fiscal 2025 from ₹25.25 million
in Fiscal 2024. We had 285 and 305 employees on the roll as at March 31, 2025, and March 31, 2024, respectively
Accordingly, as our revenue from sales of services increases, our employee benefit expense increases
concurrently. As a percentage of total income, our employee benefit expenses decreased to 5.88 % in Fiscal 2025
from 8.18 % in Fiscal 2024.
Finance costs. Our finance costs decreased by 11.07 % to ₹ 16.89 million for Fiscal 2025 from ₹ 19.00 million in
Fiscal 2024, primarily due to decrease in interest and other borrowing cost on borrowings from banks by (35.30)%
to 5.30 in Fiscal 2025 from ₹8.20 million in Fiscal 2024 , increase in bank charges by 41.03% to ₹11.01 million
in Fiscal 2025 from ₹7.81million in Fiscal 2024, decrease in Interest expense on unsecured loan to nil in Fiscal
2025 from ₹2.46 million in Fiscal 2024 and increase in interest on lease liability by 9.35% to ₹0.57 million in
Fiscal 2025 from ₹0.52 million in Fiscal 2024
Depreciation and amortisation expense. Our depreciation and amortisation expense increased by 15.58% to ₹
24.95 million for Fiscal 2025 from ₹ 21.58 million for Fiscal 2024, primarily due increase in property, plant and
equipment and increase in right of use assets.
Other expenses. Our other expenses increased by 24.28 % to ₹762.98 million in Fiscal 2025 from ₹ 613.92 million
in Fiscal 2024, primarily due to (i) site expenses increased by 36.76% to ₹ 588.55 million in Fiscal 2025 from ₹
430.35 million in Fiscal 2024. (ii) auditor’s remuneration increased by 627.27% to ₹ 1.20 million in Fiscal 2025
from ₹ 0.17 million in Fiscal 2024. (iii) administrative expenses increased by 41.11% to ₹ 19.07 million in Fiscal
2025 from ₹ 13.52 million in Fiscal 2024, (iv) commission expenses was ₹0.00 million in Fiscal 2025 and ₹ 54.55
million in Fiscal 2025, (v) insurance expense increased by 92.78% to ₹ 8.15 million in Fiscal 2025 from ₹ 4.23
million in Fiscal 2024. (vi) legal and professional fees decreased by 18.12% to ₹ 24.86 million in Fiscal 2025
from ₹ 30.37 million in Fiscal 2024, (vii) repair and maintenance expense decreased by 1.77% to ₹ 4.68 million
in Fiscal 2025 from ₹ 4.76 million in Fiscal 2024, (viii) rent and taxes decreased by 56.69% to ₹ 23.38 million in
Fiscal 2025 from ₹ 53.98 million in Fiscal 2024 (ix) travelling and conveyance expense increased by 163.22% to
₹ 5 million in Fiscal 2025 from ₹ 1.90 million in Fiscal 2024.(x) other operating expenses decreased by 27.91%
to ₹ 5.46 million in Fiscal 2025 from ₹ 7.57 million in Fiscal 2024. (xi) net fair value loss on investment in equity
shares at FVTPL was ₹ 68.08 million in Fiscal 2025 and Nil in Fiscal 2024, (xii) sitting fees was ₹ 0.38 million
in Fiscal 2025 and Nil in Fiscal 2024, (xiii) business development expenses decreased by 32.56 % to ₹ 4.98 million
in Fiscal 2025 from ₹ 7.39 million in Fiscal 2024. (xiv) donation expenses were Nil in Fiscal 2025 and ₹ 1.33
million in Fiscal 2024, (xv) expected credit loss was ₹ 7.68 million in Fiscal 2025 and Nil in Fiscal 2024 (xvi)
corporate social responsibility expenses decreased by 60.63% to ₹ 1.50 million in Fiscal 2025 from ₹ 3.81 million
in Fiscal 2024.
Profit before tax. As a result of the foregoing, our profit before tax increased by 121.55 % to ₹ 885.59 million in
Fiscal 2025 from ₹ 399.72 million in Fiscal 2024.
Tax expense. Our current tax expenses saw an increase of 152.60 % from₹ 96.00 million in Fiscal 2024 to ₹
242.50 million in Fiscal 2025 primarily due to increase in profits by 121.55% and a decrease of 602.21 % in
deferred tax charge from ₹ 2.96 million in Fiscal 2024 to ₹(14.85) million in Fiscal 2025 .
Profit for the year from the continuing operations. As a result of the foregoing, our profit for the year from the
continuing operations increased by 118.76% to ₹ 657.95 million in Fiscal 2025 from ₹ 300.77 in Fiscal 2024.
Other comprehensive income/(loss) for the year. We had other comprehensive income/(loss) due to
remeasurements of net defined benefit plans of ₹ 0.01 million in Fiscal 2025 and tax relating to the foregoing of
₹ (0.00) million in Fiscal 2025. In Fiscal 2024, we had other comprehensive income due to remeasurements of net
defined benefit plans of ₹ (0.49) million and tax relating to the foregoing of ₹ 0.12 million
Total comprehensive income for the year. As a result of the foregoing, our total comprehensive income for the
year increased by 119.02 % to ₹ 657.95 million in Fiscal 2025 from ₹300.40 million in Fiscal 2024.
470Fiscal 2024 compared to Fiscal 2023
(₹ in million, except percentages)
Particulars Fiscal 2024 Fiscal 2023 Change (%)
Income:
Revenue from Operations 2,560.37 1,600.12 60.01%
Other Income 66.51 4.19 1487.80%
Total Income 2,626.87 1,604.31 63.74 %
Expenses:
Cost of Materials Consumed 1,509.14 1,047.87 44.02%
Purchases of Traded Goods - -
Changes in Inventories of Finished Goods, (151.31) (78.74) (92.15)%
Stock-In-Trade and Work-In-Progress
Employee Benefits Expense 214.81 167.33 28.38%
Finance Costs 19.00 15.23 24.76%
Depreciation and Amortization Expense 21.58 12.38 74.37%
Other Expenses 613.92 365.84 67.81%
Total Expenses 2,227.15 1,529.90 45.57%
Restated Profit / (loss) before Exceptional 399.72 74.41 437.21%
Items and Tax
Exceptional Item
Profit / (loss) before tax 399.72 74.41 437.21%
Tax expense
Current Tax 96.00 26.50 262.26%
Deferred Tax Charge/(Credit) 2.96 (5.49) 153.84%
Tax in Respect of Earlier Years - -
Restated Profit/(Loss) for the year from 300.77 53.40 463.24%
Continuing Operations
Other Comprehensive Income
Items that will not be Reclassified to Profit or
Loss
Remeasurements of Net Defined Benefit Plans (0.49) 1.29 (137.55)%
Income Tax Relating to Above Items 0.12 (0.33) 137.55%
Items that will be reclassified to Profit or Loss
Difference due to changes in foreign exchange
reserves
Restated Other Comprehensive Income for the (0.36) 0.97 (137.55)%
year, net of tax
Restated Total Comprehensive Income for the 300.40 54.37 452.54%
year
Total Income
Our total income increased by 63.74% from ₹1,604.31 million in Fiscal 2023 to ₹ 2,626.87 million in Fiscal 2024,
primarily due to a 60.01% increase in revenue from operations.
Revenue from Operations
Our revenue from operations increased by 60.01% to ₹2,560.37 million in Fiscal 2024 from ₹1,600.12 million in
Fiscal 2023. This increase can be primarily attributed to a 317.13% increase in revenue from sales of manufactured
goods to ₹ 955.81 million in Fiscal 2024 from ₹ 229.14 million in Fiscal 2023 primary due to increase in new
customers and an increase of 17.04% in revenue from sale of services in ₹ 1,604.56 million in Fiscal 2024 from
₹ 1,370.98 million in Fiscal 2023 primary due to increase in new projects. During Fiscal 2024, we have executed
15projects amounting to ₹ 2560.37 million and 15 projects amounting to ₹ 1600.12 million in fiscal 2023.
Sale of products and services from domestic sales increased by 33.99% to ₹ 2,143.95 million for Fiscal 2024 from
₹ 1,600.12 million for Fiscal 2023. Further, we have received ₹ 416.41 million in Fiscal 2024 from export sales
of products and services which was Nil in Fiscal 2023.
Other income
Our other income increased to ₹66.51 million for Fiscal 2024 from ₹ 4.19 million for Fiscal 2023, primarily due
to (i) increase in profit on sale of investments to ₹26.48 million in Fiscal 2024 which was Nil in Fiscal 2023 and
471(ii) increase in profit on investment in equity shares at FVTPL to ₹30.03 million in Fiscal 2024 and Nil in Fiscal
2023. Such profit represents short-term capital gains on sale of securities of ₹ 26.48 million, which is a non-
recurring and non-operating income. (iii) an increase in foreign exchange gain from ₹0.17 million in Fiscal 2023
to ₹ 0.67 million in Fiscal 2024, interest on deposits with banks to ₹0.16 million for Fiscal 2024 from ₹2.76 million
for Fiscal 2023 and decrease in dividend income from ₹0.38 million in Fiscal 2023 to ₹ 0.16 million in Fiscal
2024.
Expenses
Cost of Material Consumed. Our cost of materials saw an increase of 44.02% from ₹1,047.87 million in Fiscal
2023 to ₹ 1,509.14 million in Fiscal 2024. This increase was primarily due to an increase in Opening stock and
purchases.
Changes in inventories of finished goods, stock-in-trade and work-in-progress. Our changes in inventories of
finished goods, stock-in-trade and work-in-progress decreased to ₹(151.31) million for Fiscal 2024 from ₹(78.74)
million for Fiscal 2023. The decrease in changes in inventories of finished goods, stock-in-trade and work-in-
progress was due to the increase in our closing inventory of work in process.
Employee benefit expense. Employee benefit expense increased by 28.38% to ₹214.81 million in Fiscal 2024 from
₹167.33 million for Fiscal 2023, which was primarily due to an increase in our salaries, wages and bonus by
27.33% to ₹173.68 million in Fiscal 2024 from ₹136.40 million in Fiscal 2023, remuneration to directors increased
by 28.57% to ₹ 10.80 million in Fiscal 2024 from ₹8.40 million for Fiscal 2023, contribution to provident funds,
other funds, and gratuity increased by 65.84 % from ₹ 3.07 million in Fiscal 2023 to ₹ 5.09 million in Fiscal 2024
and staff welfare expenses increased by 29.74 % to ₹25.25 million in Fiscal 2024 from ₹19.46 million in Fiscal
2023. We had 305 and 161 employees on the roll as at March 31, 2024, and March 31, 2023, respectively.
Accordingly, as our revenue from sales of services increases, our employee benefit expense increases
concurrently. As a percentage of total income, our employee benefit expenses decreased to 8.18% for Fiscal 2024
from 10.43% in Fiscal 2023.
Finance costs. Our finance costs increased by 24.76% to ₹19.00 million for Fiscal 2024 from ₹15.23 million for
Fiscal 2023, primarily due to increase in working capital borrowings from banks .
Depreciation and amortisation expense. Our depreciation and amortisation expense increased by 74.37% to
₹21.58 million in Fiscal 2024 from ₹12.38 million in Fiscal 2023, primarily due to the increase in purchase of
property, plant and equipment from ₹78.42 millions in Fiscal 2023 to ₹ 115.36 million in Fiscal 2024. See
“Restated Financial Information – Notes to Restated Financial Information – Note 2A – Property, Plant and
Equipment” on page 372.
Other expenses. Our other expenses increased by 67.81 % to ₹613.92 million in Fiscal 2024 from ₹ 365.84 million
in Fiscal 2023, primarily due to (i) a 127.54% increase in site expenses to ₹430.35 million in Fiscal 2024 from
₹189.13million in Fiscal 2023, (ii) a 22231.71% increase in commission expenses to ₹54.55million in Fiscal 2024
from ₹0.24 million in Fiscal 2023, mainly on account of an commissioning of projects and increase in Revenue,
(iii) a 232.74% increase in insurance expenses to ₹4.23 million in Fiscal 2024 from ₹1.27 million in Fiscal 2023
due to new projects being undertaken, and (iv) a 215.06% increase in travelling and conveyance expenses) to
₹1.90 million for Fiscal 2024 from ₹0.60 million for Fiscal 2023 on account of new projects and increase in
revenue, and (v) a increase in 1681.56 % in other operating expenses to ₹7.57 million in Fiscal 2024 from ₹ 0.43
million in Fiscal 2023 which primarily consist of new projects and increase in revenue. Accordingly, as our
revenue from sales of services increases, our indirect other expenses increase concurrently.
Profit before tax. As a result of the foregoing, our profit before tax decreased by 437.21 % to ₹ 399.72 million in
Fiscal 2024 from ₹74.41 million in Fiscal 2023.
Tax expense. Our current tax expenses saw an increase of 262.26% from 26.50 million in Fiscal 2023 to ₹ 96.00
million in Fiscal 2024 primarily due to increase in profits by 437.21% and an increase of 153.84% in deferred
tax charge from ₹ (5.49) million to ₹2.96 million
Profit for the year from the continuing operations. As a result of the foregoing, our profit for the year from the
continuing operations increased by 463.24% to ₹300.77 million in Fiscal 2024 from ₹53.40 million in Fiscal 2023.
Other comprehensive income/(loss) for the year. We had other comprehensive income/(loss) due to
remeasurements of net defined benefit plans of ₹(0.49) million in Fiscal 2024 and tax relating to the foregoing of
₹ 0.12 million in Fiscal 2024. In Fiscal 2023, we had other comprehensive income due to remeasurements of net
defined benefit plans of ₹1.29 million and tax relating to the foregoing of ₹(0.33) million.
Total comprehensive income for the year. As a result of the foregoing, our total comprehensive income for the
year increased by 452.54 % to ₹300.40 million in Fiscal 2024 from ₹54.37 million in Fiscal 2023.
472Cash Flows
The following table summarizes our cash flows for Fiscal 2025, Fiscal 2024 and Fiscal 2023, as per the Restated
Financial Information:
(₹ in million)
For the Fiscal year ended March 31,
Particulars
2025 2024 2023
Net cash (used)/ generated from operating
92.26 (69.39) 17.53
activities
Net cash (used)/ generated from investing
(71.60) (3.62) (50.89)
activities
Net cash generated inflow/ (outflow) from
18.43 30.78 63.37
financing activities
Net increase / (decrease) in cash and cash
39.09 (42.23) 30.00
equivalents
Cash and cash equivalents at the beginning
1.45 43.68 13.68
of the period/year
Cash and cash equivalents at the end of the
40.54 1.45 43.68
period/year
Cash flows from operating activities
Net cash inflow from operating activities was ₹ 92.26 million in Fiscal 2025. While our profit before tax for the
period was ₹ 885.59 million, we had operating profit before working capital changes of ₹ 985.87 million, which
was primarily due to non-cash adjustments for depreciation and amortisation expense of ₹ 24.95 million and
finance costs of ₹ 16.89 million, gain on sale of investments of ₹3.83 million, fair value loss on investments at
FVTPL of ₹68.08 million, loss on derivatives of ₹1.16 million, dividend income of ₹(0.28) million, interest
income of ₹(7.38) million, net forex unrealized loss/(gain) of ₹0.68 million and readjustments of net defined
benefit plans of ₹ 0.01 million. Our working capital adjustments for Fiscal 2025, primarily consisted of a increase
in trade receivables of ₹ 832.96 million, increase in inventories of ₹ 556.54 million, increase in other current
financial assets of ₹15.07 million, decrease in short term loans and advances of ₹ 0.30 million, decrease in other
current assets of ₹ 391.21 million, increase in long term provisions of ₹2.02 million, decrease in trade payables of
₹ 4.99 million, increase in short term provisions of ₹ 932.35 million, decrease in other current liabilities of ₹
713.17 million and decrease in other financial liabilities of ₹ 0.76 million.
Net cash used in operating activities was ₹ (69.39) million Fiscal 2024. While our profit before tax for the period
was ₹ 399.72 million, we had operating profit before working capital changes of ₹ 382.17 million, which was
primarily due to non-cash adjustments for depreciation and amortisation expense of ₹21.58 million and finance
costs of ₹19.00 million, gain on sale of investments of ₹(26.48) million, fair value gain on investments at FVTPL
₹ (30.03) million, dividend income of ₹(0.16) million, interest income of ₹(0.31) million, net forex unrealised gain
of ₹ (0.68) million and remeasurements of net defined benefit plans of ₹(0.49) million. Our working capital
adjustments for the Fiscal 2024, primarily consisted of a increase in trade receivables of ₹209.61 million, increase
in inventories of ₹ 31.21 million, increase in other current financial assets of ₹15.76 million, increase in short term
loans and advances of ₹ 0.15 million, increase in other current assets of ₹782.64 million, increase in long term
provisions of ₹ 3.35 million, increase in trade and other payables of ₹137.77 million, decrease in short term
provisions of ₹107.65 million, increase in other current liabilities of ₹551.91 million and increase in other financial
liabilities of ₹ 29.76 million.
Net cash inflow from operating activities was ₹ 17.53 million in the Fiscal 2023. While our profit before tax for
the period was ₹ 74.41 million, we had operating profit before working capital changes of ₹ 137.83 million, which
was primarily due to non-cash adjustments for depreciation and amortisation expense of ₹12.38 million and
finance costs of ₹15.23 million, loss on sale of investments of ₹8.90 million, fair value loss on investments at
FVTPL of ₹ 28.77 million, dividend income of ₹(0.38) million, interest income of ₹(2.76) million and
remeasurements of net defined benefit plans of ₹1.29 million. Our working capital adjustments for the Fiscal
2023, primarily consisted of a decrease in trade receivables of ₹246.98 million, increase in inventories of ₹ 262.23
million, increase in other financial assets of ₹0.42 million, increase in short term and advances at ₹0.57 million,
increase in other current assets of ₹ 140.84 million, increase in long term provision of ₹ 0.15 million, increase in
trade payables of ₹ 223.27 million, decrease in short term provisions at ₹ 131.86 million, decrease in other current
liabilities of ₹ 46.19 million, increase in other financial liabilities of ₹ 5.39 million.
Cash flows from investing activities
Net cash outflow from investing activities was ₹(71.60) million in Fisal 2025, primarily due to purchases of
473property, plant, equipment/intangible assets of ₹(26.13) million, purchase of investments of ₹( 46.45)million, and
investment in fixed deposits of ₹ 16.29 million, proceeds from sale of property, plant and equipment of ₹ 1.02
million, interest received of ₹ 7.38 million, other advances paid ₹ 24 million and dividend received of ₹ 0.28
million.
Net cash outflow from investing activities was ₹(3.62) million in the Fiscal 2024, primarily due to purchases of
property, plant, equipment/intangible assets of ₹(34.61) million, and investment in fixed deposits of ₹(25.05)
million which were partially offset mainly by the sale proceeds from the sale of property, plant, and equipment
and intangible assets of ₹2.65 million, proceeds from sale of investments of ₹ 39.22 million and interest received
of ₹ 0.31 million , other Advances received of ₹13.70 million and dividend received of ₹0.16 million.
Net cash outflow from investing activities was ₹(50.89) million in the Fiscal 2023, primarily due to purchases of
property, plant, equipment/intangible assets of ₹(78.76) million, and investment in fixed deposits of ₹(13.49)
million which were partially offset mainly by sale proceeds of property, plant and equipment of ₹ 0.28 million,
proceeds from sale of investments of ₹ 27.63 million, other Advances received of ₹10.30 million, interest received
of ₹ 2.76 million and dividend received of ₹ 0.38 million.
Cash flows from financing activities
Net cash inflow from financing activities was ₹ 18.43 million in Fiscal 2025, primarily due to the receiving of
long-term borrowings (net) of ₹ 4.35 million, receipt short-term borrowing of ₹ 31.47 million, finance costs of ₹
(16.32) million and the payment of lease rentals of ₹(1.08) million.
Net cash inflow from financing activities was ₹30.78 million for Fiscal 2024, due to the receipt of proceeds of
long-term borrowings (net) of ₹ (4.03) million, receipt of short-term borrowings (net) of ₹54.05 million, which
were partially offset by finance costs of ₹ (18.47) million and the payment of lease rentals of ₹(0.76) million.
Net cash inflow from financing activities was ₹63.37 million for Fiscal 2023, due to the due to the receipt of
proceeds of long-term borrowings (net) of ₹ 1.76 million, receipt of short-term borrowings (net) of ₹77.05 million
and which were partially offset by finance costs of ₹ (14.68) million and the payment of lease rentals of ₹(0.76)
million.
Certain Items in the Restated Statement of Assets and Liabilities
Non-current assets.
Our total non-current assets increased by 54.42% to ₹ 226.54 million as at March 31, 2025 from ₹ 146.70 million
as at March 31, 2024 primarily due to (i) increase in property, plant and equipment from ₹ 115.36 million as at
March 31, 2024 to ₹ 116.15 million as at March 31, 2025, (ii) increase in right of use assets from ₹ 4.50 million
as at March 31, 2024 to ₹ 5.44 million as at March 31, 2025, (iii) other financial assets increased from ₹ 20.54
million as at March 31, 2024 to 83.80 million as at March 31, 2025 and (iv) increase in deferred tax assets from
₹ 6.31 million as at March 31, 2024 to ₹ 21.16 million as at March 31, 2025.
Our total non-current assets increased by 16.70% to ₹146.70 million as at March 31, 2024, from ₹125.71 million
as at March 31, 2023, primarily due to (i) an increase in our property, plant and equipment to ₹115.36 million as
at March 31, 2024, from ₹78.42 million as at March 31, 2023, (ii) decrease in our right of use asset from ₹ 4.85
million as at March 31, 2023 to ₹ 4.50 million as at March 31, 2024, (iii) an increase in our other financial assets
to ₹ 20.54 million in Fiscal 2024 from ₹ 7.09 million in Fiscal 2023, and (iv) decrease in our deferred tax assets
from ₹ 9.14 million as at March 31, 2023 to ₹ 6.31 million as at March 31, 2024
Current assets.
Our total current assets increased by 46.83 % from ₹ 2,034.90 as at March 31, 2024 to ₹ 2,987.85 million as at
March 31, 2025, primarily due to (i) increase in inventories from ₹ 354.29 million as at March 31, 2024 to ₹
910.83 million as at March 31, 2025, (ii) increase in trade receivables from ₹ 505.41 million as at March 31, 2024
to ₹ 1,337.69 million as at March 31, 2025, (iii) investments in financial assets decreased from ₹ 73.98 million as
at March 31, 2024 to ₹ 56.17 million as at March 31, 2025 (iv) cash and cash equivalents increased from ₹ 1.45
million as at March 31, 2024 to ₹ 40.54 million as at March 31, 2025, (v) Bank Balances other than Cash and
Cash Equivalents decreased from ₹ 84.33 million as at March 31, 2024 to ₹ 4.78 million as at March 31, 2025,
(vi) loans and advances decreased from ₹ 0.69 million as at March 31, 2024 to ₹ 0.39 million as at March 31,
2025, (vi) other financial assets increased from ₹ 18.31 million as at March 31, 2024 to ₹ 32.22 million as at
March 31, 2025 and, (vii) other current assets decreased by from ₹ 996.43 million as at March 31, 2024 to ₹
605.22 million as at March 31, 2025.
Our total current assets increased by 101.84% to ₹ 2,034.90 million as at March 31, 2024, from ₹ 1,008.20 million
as at March 31, 2023, primarily due to (i) increase in our trade receivables to ₹ 505.41 million as at March 31,
4742024, from ₹ 295.13 million as at March 31, 2023, which was primarily on account of an increase in other current
assets (advance to suppliers), (ii) increase in our other financial assets to ₹18.31 million as at March 31, 2024,
from ₹2.56 million as at March 31, 2023, which was primarily on account of retention money held by our
customers, and (iii) increase in other current assets to ₹966.43 million as at March 31, 2024, from ₹213.79 million
as at March 31, 2023, which was primarily on account of an increase in advances to various suppliers by 741.70
million. Such increases were partially offset by a 96.69% decrease in our cash and cash equivalents to ₹1.45
million as at March 31, 2024, from ₹43.68 million as at March 31, 2023.
Other equity.
Other equity primarily consists of retained earnings.
Our other equity increased by 42.73 % from ₹ 525.72 million as at March 31, 2024 to ₹ 750.35 million as at March
31, 2025 as a result of an increase in our retained earnings from ₹ 518.31 million as at March 31, 2024 to ₹ 749.60
million as at March 31, 2025.
Our other equity increased by 133.32 % to ₹525.72 million as at March 31, 2024, from ₹225.32 million as at
March 31, 2023, as a result of an increase in our retained earnings as at March 31, 2024, due to our earning a
restated profit for Fiscal 2024 of ₹300.77 million.
Non-current liabilities.
Our total non-current liabilities decreased by 46.01 % from ₹ 37.14 million as at March 31, 2024 to ₹ 20.05 million
as at March 31, 2025, primarily as result of (i) borrowings of ₹ 4.35 million as at March 31, 2025 which were Nil
as at March 31, 2024, (ii) increase in lease liabilities by 9.86% from ₹ 5.51 million as at March 31, 2024 to ₹ 6.06
million as at March 31, 2025, (iii) increase in long term provisions by 26.42 % from ₹ 7.63 million as at March
31, 2024 to ₹ 9.64 million as at March 31, 2025 and other non-current liabilities were Nil as at March 31, 2025
and ₹ 24 million as at March 31, 2024.
Our total non-current liabilities increased by 52.35 % to ₹37.14 million as at March 31, 2024, from ₹24.38 million
as at March 31, 2023, primarily as a result of (i) borrowings was ₹ 4.03 million as at 31st March, 2023 which was
Nil as at March 31, 2024, (ii) a 78.15 % increase in long term provisions from ₹ 4.28 million as at 31 March 2023
to ₹ 7.63 million as at 31st March 2024, (ii) lease liabilities decreased by 4.39% to ₹ 5.51 million as at March 31,
2024, from ₹ 5.77 million as at March 31, 2023 and other noncurrent liabilities increased by 133.01% from ₹
10.30 million as at 31 March, 2023 to ₹ 24 million as at 31 March 2024.
Current liabilities.
Our total current liabilities increased by 24.88 % from ₹ 1,575.41 million as at March 31, 2024 to ₹ 1,967.34
million as at March 31, 2025 , primarily as a result of (i) increase in borrowings by 20.01% from ₹ 157.33 million
as at March 31, 2024 to ₹ 188.80 million as at March 31, 2025, (ii) increase in lease liabilities by 207.50% from
₹ 0.25 million as at March 31, 2024 to ₹ 0.78 million as at March 31, 2025, (iii) decrease in total outstanding dues
of micro enterprises and small enterprises by 35.55 % from ₹ 161.65 million as at March 31, 2024 to ₹ 104.19
million as at March 31, 2025 (iv) total outstanding dues of creditors other than micro enterprises and small
enterprises increased by 19.02 % from ₹ 275.97 million as at March 31, 2024 to ₹ 328.45 million as at March 31,
2025 (v) other financial liabilities decreased by 1.6 %from ₹ 47.48 million as at March 31, 2024 to ₹ 46.72 million
as at March 31, 2025, (vi) short term provisions increased by 9149.39 % from ₹ 10.19 million as at March 31,
2024 to ₹ 942.54 million as at March 31, 2025, (vii) (net) liability for current tax increased by 152.60 % from ₹
96 million as at March 31, 2024 to ₹ 242.50 million as at March 31, 2025 and other current liabilities decreased
by 86.28 % from ₹ 826.53 million as at March 31, 2024 to ₹ 113.36 million as at March 31, 2025
Our total current liabilities increased by 87.35% to ₹1,575. 41 million as at March 31, 2024, from ₹840.88 million
as at March 31, 2023, primarily as a result of a (i) 52.33% increase in current borrowings to ₹157.33 million as at
March 31, 2024, from ₹103.28 million as at March 31, 2023, (ii) increase in current lease liabilities by 9.38%
from ₹ 0.23 million as at March 31, 2023 to ₹ 0.25 million as at March 31, 2024, (iii) total outstanding dues of
micro enterprises and small enterprises was Nil as at March 31, 2023 and ₹ 161.65 million as at March 31, 2024,
(iv) total outstanding dues of creditors other than micro enterprises and small enterprises decreased by 7.97 %
from ₹ 299.85 million as at March 31, 2023 to ₹ 275.97 million as at March 31, 2024, (v) increase in other financial
liabilities by 167.99 % from ₹ 17.72 million as at March 31, 2023 to ₹ 47.48 million as at March 31, 2024, (vi)
short term provisions decreased by 91.35 % from ₹ 117.84 million as at March 31, 2023 to ₹ 10.19 million as at
March 31, 2024, (vii) liability for current tax (net) increased by 251.27 % from ₹ 27.33 million as at March 31,
2023 to ₹ 96 million as at March 31, 2024 and other current liabilities increased by 200.97% from ₹274.63 million
as at March 31, 2023 to ₹ 826.53 million as at March 31, 2024.
Total Indebtedness. Aa at March 31, 2025, we had total borrowings of ₹ 193.15 million and details of the same
475are as follows:
(₹ in million)
Indebtedness As at March 31, 2025
Non-Current
Secured Borrowings, comprising of:
- Term loans from banks 4.35
- Total non-current secured borrowings 4.35
Unsecured Borrowings, comprising of:
- Loans from others
- Total non-current unsecured borrowings
Less: Current maturities of non-current borrowings
Total non-current borrowings 4.35
Current
Secured Borrowings, comprising of:
- Working capital loans from banks (cash credit 185.62
facility)
- Current maturities of non-current borrowings 3.18
- Total current secured borrowings 188.80
- Unsecured Borrowings, comprising of:
- Loans from related parties
Total current borrowings 188.80
Total Borrowings 193.15
Our total borrowings has increased to ₹ 193.15 million as at March 31, 2025, from ₹ 157.33 million as at March
31, 2024, primarily due increase working capital borrowings to ₹185.62 million as at March 31, 2025, from 105.00
million as at March 31, 2024 and a vehicle loan of ₹ 7.53 million.
See “Financial Indebtedness” for a description of broad terms of our indebtedness on page 481.
Net Worth.
Net worth increased by 115.62 % to ₹ 1,227 million as at March 31, 2025 to ₹ 569.05 million as at March 31,
2024 due to increase in retained profits.
Commitment and Contingencies
The following table summarizes our commitment and contingencies as at, March 31, 2025, March 31, 2024 and
March 31, 2023, as per the Restated Financial Information:
(₹ in million)
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Contingent Liabilities
In respect of Bank Guarantees & LC's
issued by Banks on behalf of the 1,212,97 1,029.89 885.24
Company*
In respect of Income Tax Liability that
may arise for which the Company is in 1.02 - -
Appeal
In respect of Sales Tax/VAT/GST 8.34 - -
In respect of Corporate Guarantees - - -
Claims against the Company not
5.60 - -
acknowledged as debt
In respect of Others - - -
Commitments
Capital Commitments
Estimated amount of contracts remaining
- - -
to be executed on capital account and not
provided for (net of advances)
Other Commitments - - -
For details, see “Restated Financial Statements – Notes forming part of the Restated Financial Statements – Note
41 – Commitment and Contingencies” on page 372.
476Lease Liabilities
We have recognised a lease liability measured at the present value of the remaining lease payments, and right-of-
use (ROU) asset at an amount equal to lease liability (adjusted for any related prepayments). We have taken lease
hold land on lease. Management has exercised judgement in determining whether extension and termination
options are reasonably certain to be exercised. We have used discounting rate of 9% to arrive at the present value
of its future cash flows towards lease liabilities.
The following table sets forth a summary of our lease liabilities- maturity analysis as at March 31, 2025, March
31, 2024 and March 31, 2023, as per the Restated Financial Information, broken down by period
(₹ in million)
Particulars As at 31st March As at 31st March As at 31st March
2025 2024 2023
Less than 1 year 0.78 0.25 0.23
1 - 5 years 2.65 1.67 1.53
More than 5 years 3.41 3.84 4.24
Total 6.83 5.77 6.00
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our
related party transactions, see “Restated Financial Information-Related Party Transactions” on page 372.
Quantitative and Qualitative Analysis of Market Risks
The Company’s financial assets include investments, loans given, trade receivables, cash and cash equivalents,
other bank balances and other financial assets that comes directly from its operations and financial liabilities
comprises of borrowings, trade and other payables. The Company has an integrated financial risk management
system which proactively identifies monitors and takes precautionary and mitigation measures in respect of the
various risks.
The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose
of these financial liabilities is to finance our operations, routine and capital expenditure. Our principal financial
assets include loans, advances, trade and other receivables and cash and cash equivalents that derive directly from
its operations.
Market Risk
Market Risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market
prices. The most common types of market risks include interest rate risk, foreign currency risk. Market risk is
attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency
receivables and loans and borrowings.
The finance department undertakes management of cash resources, borrowing mechanism and ensuring
compliance with market risk limits.
Interest Rate Risk
Interest rate risk is the risk that the future cash flows or the fair value of a financial instrument will fluctuate
because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates
primarily to our long-term debt obligations.
Our investments in bank deposits are with fixed rate of interest with fixed maturity and hence not significantly
exposed to interest rate sensitivity.
Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. We are exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing activities, including deposits with banks and financial institutions, foreign
exchange transactions and other financial instruments. We periodically assess financial reliability of customers
and other counter parties, taking into account the financial condition, current economic trends, and analysis of
historical bad debts and ageing of financial assets.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to
engage in a repayment plan with us. Where loans or receivables have been written off, we continue to engage in
enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised as
477income in the statement of profit and loss.
Cash and cash equivalents: Balances with banks are subject to low credit risks due to good credit ratings assigned
to the banks.
Trade and other receivables: We measure the expected credit loss of trade receivables and loans from individual
customers based on historical trend, industry practices and the business environment in which the entity operates.
Loss rates are based on actual credit loss experience and past trends.
The following year/period end trade receivables though overdue, are expected to be realised in the normal course
of business and hence, are not considered impaired as at March 31, 2025, March 31, 2024 and March 31, 2023:
(₹ in million)
Particular March 31, 2025 March 31, 2024 March 31, 2023
Neither impaired nor past due
Past due but not impaired
0-6 Months 1,252.81 505.41 281.27
6 Months - 12 Months 77.08 - -
More than 12 Months 13.24 - 13.86
Total 1,343.13 505.41 295.13
Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial
liabilities that are settled by delivering cash or other financial assets. The Company follows a Conservative policy
of ensuring sufficient liquidity at all times through a strategy of profitable growth, efficient liquidity at all times
through a strategy of profitable growth, efficient working capital management as well as prudent capital
expenditure. The Company has a overdraft facility with banks to support any temporary funding requirements.
The Company has established an appropriate liquidity risk management framework for the management of the
Company’s short-term, medium-term, and long-term funding and liquidity management requirements. The
Company manages liquidity risk by maintaining adequate reserves and by continuously monitoring cash flows,
and by matching the maturity profiles of financial assets and liabilities.
Maturity profile of financial liabilities
The table below provides details regarding the remaining contractual maturities of financial liabilities at the
reporting date.
(₹ in million)
As at March 31, 2025
Particulars Less than 1 Year More than 1 Year Total
Borrowings 188.80 4.35 193.15
Lease Liabilities 0.78 6.06 6.83
Trade payables 432.64 - 432.64
Other Financial Liabilities 46.72 - 46.72
Total 668.94 10.41 679.35
As at March 31, 2024
Particulars Less than 1 Year More than 1 Year Total
Borrowings 157.33 - 157.33
Lease Liabilities 0.25 5.51 5.77
Trade payables 437.62 - 437.62
Other Financial Liabilities 47.48 - 47.48
Total 642.68 5.51 648.20
As at March 31, 2023
Particulars Less than 1 Year More than 1 Year Total
Borrowings 103.28 4.03 107.31
Lease Liabilities 0.23 5.77 6.00
Trade payables 299.85 299.85
Other Financial Liabilities 17.72 - 17.72
478Total 421.08 9.80 430.88
Reservations, Qualifications and Adverse Remarks Included in Financial Statements
There have been no reservations or qualifications or adverse remarks of our Statutory Auditors in Fiscals 2025,
2024 and 2023.
Unusual or Infrequent Events or Transactions
Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions,
including unusual trends on account of business activity, unusual items of income, change of accounting policies
and discretionary reduction of expenses etc., that, to our knowledge, may be described as “unusual” or
“infrequent”.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified above in “Principal Factors Affecting our Results of Operations” above and the
uncertainties described in “Risk Factors” on page 40. To our knowledge, except as disclosed in this Draft Red
Herring Prospectus, there are no known trends or uncertainties that have had, or are expected to have, a material
impact on our business or results of operations.
Future Relationship between Cost and Revenue
Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 40, 305 and 447, respectively, to the knowledge of our
management, there are no known factors that may adversely affect our business prospects, results of operations
and financial condition.
New Products or Business Segments
Other than as disclosed in this section and in “Our Business” on page 305, as on the date of the Draft Red Herring
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.
Significant Dependence on Single or Few Customers
In Fiscal 2025, Fiscal 2024 and Fiscal 2023, our top 10 customers contributed to 99.53%, 97.25% and 98.53%
respectively, of revenue from operations, and our top 20 customers contributed to 100% , of revenue from
operations.
See “– Principal Factors Affecting Results of Operations – Increasing share of business from top customers” in
this section and “Risk Factors – 2 Any downturn in the oil and gas industry would create an adverse impact on
our results of operations, financial condition and business prospects.” on pages 447 and 25, respectively.
Seasonality of Business
Our business is affected by seasonal variations and adverse weather conditions. For further details, see “Risk
Factors – Our business is subject to seasonality and other variations and we may not able to accurately forecast
our project schedule which could have an adverse effect on our cash flows, business, results of operations and
financial condition.” on page 40 of this Draft Red Herring Prospectus.
Changes in the accounting policies, if any, Fiscals 2025, 2024 and 2023, and their effect on our profits and
reserves
There are no changes in the accounting policies in the last three Fiscal Years.
Competitive Conditions
We operate in a competitive environment and expect competition in our industry from existing and potential
competitors to intensify. Please refer to “Our Business”, “Industry Overview”, “Risk Factors” and “– Principal
Factors Affecting our Results of Operations” above on pages 305, 148, 40 and 449, respectively, for further
information on our industry and competition.
Significant developments subsequent to March 31, 2025
Except as set out in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since the
date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially or adversely
affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our
material liabilities within the next 12 months.
479CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at March 31, 2025, as derived from our Restated
Financial Information. This table should be read in conjunction with the sections titled “Risk Factors”, “Other
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 40, 446 and 447, respectively.
(₹ in million, except ratios)
Particulars Pre-Offer as at March As adjusted for the
31, 2025 proposed Offer(1)
Total borrowings
Current borrowings* (A) 185.62 [●]
Non-current borrowings (including current maturity
7.53 [●]
and interest accrued and not due on borrowings) * (B)
Total borrowings (C) = (A)+(B) 193.15 [●]
Total equity
Equity share capital* (D) 476.65 [●]
Other equity* (E) 750.35 [●]
Total equity (F) = (D)+(E) [●]
1,227.00
Total borrowings/ Total equity (C)/(F) 0.16 [●]
Non-current borrowings/ Total equity (B)/(F) 0.01 [●]
The above terms carry the meaning as per division II of Schedule III to the Companies Act, 2013 (as amended)
*Post Offer capitalisation will be determined after finalisation of Offer Price.
480FINANCIAL INDEBTEDNESS
Our Company has availed loans in the ordinary course of business for purposes such as, inter alia, meeting our
working capital requirements or business requirements. Our Company has obtained the necessary consents
required under the relevant loan documentation for undertaking activities in relation to the Offer, such as, inter
alia, effecting a change in our shareholding pattern, change in the management of our Board of Directors and
change in our capital structure in connection with or post the Offer. For details regarding the resolution passed by
our Shareholders on October 25, 2021 authorizing the borrowing powers of our Board, see “Our Management –
Borrowing Powers of our Board” on page 349. For details of the borrowing powers of our Board, see “Our
Management - Borrowing powers” on page 349.
Set forth below is a summary of our aggregate outstanding borrowings amounting to ₹ 1,196.45 million, as on
June 30, 2025
(₹ in million)
Sanctioned Amount (Rs. in Outstanding amount (Rs. in
Category of borrowing
million) million) as on June 30, 2025.
Secured Borrowings :
Fund Based Borrowings
Vehicle Loan 10.00 6.76
Working Capital – Cash Credit 270.00 140.66
Sub Total (A) 280.00 147.42
Non Fund Based Borrowings
Letter of credit
1,195.00 967.03
Bank Guarantee
Sub Total (B) 1,195.00 967.03
Total (A+B) 1,475.00 1,114.45
Unsecured Borrowings :
Unsecured Loans from Directors /
82.00 82.00
Related Parties
Total Unsecured Borrowings (C) 82.00 82.00
Total Borrowings (A + B + C) 1,557.00 1,196.45
Notes: The Company has availed a sanctioned Working Capital facility of ₹715.00 million from Kotak Mahindra
Bank, comprising both Fund-based and Non-Fund-based limits with an interchangeable sub-limit between the
two. As the bifurcation between Fund-based and Non-Fund-based components is not distinctly specified, the entire
sanctioned limit has been classified under Non-Fund-based facilities. As per the records of the Company, the
outstanding balance in the Working Capital Demand Loan (WCDL) account and the Adhoc Limit account as at
30th June 2025 is NIL. In this regard, bank balance confirmations and/or No Objection Certificates (NOCs) from
the respective banks have not been available/provided. Accordingly, the said balances have been verified based
on the ledger accounts made available by the Company.
* As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
Key terms of our borrowings are disclosed below:
1. Tenor: The tenor of the secured facilities availed by our Company typically ranges from 6 months to 6 years.
The tenor of the unsecured facilities availed by our Company typically ranges from 3 months to 1 year.
2. Interest rate: The applicable rate of interest for the working capital facilities availed by our Company is
typically linked to benchmark rates, such as the repo rate or marginal cost of lending rate (MCLR), of a
specified lender over a specific period of time plus a specified spread per annum and are subject to mutual
discussions between the relevant lenders and our Company, as applicable. Typically, the rate of interest for
our secured facilities ranges from 8.00 % to 9.55% per annum.
3. Security: The facilities sanctioned are typically secured by way of equitable mortgage on specific property
of our Company, our Group Company, hypothecation of our Company’s movable fixed assets and current
assets, the corporate guarantee of our Group Company, the personal guarantee of our Promoters and certain
members of the promoter group. The nature of securities described herein is indicative and there may be
additional requirements for creation of security under the various borrowing arrangements entered into by
our Company.
4814. Repayment: Most of our facilities are typically repayable in accordance with the repayment schedules in the
facility documents. Our unsecured facilities are repayable on maturity of the specified period of the facility
as provided in the relevant loan documentation.
5. Prepayment: Certain loans availed by us have prepayment provisions which allows for prepayment of the
outstanding loan amount and sometimes carry a pre-payment penalty up to 2 % on the outstanding amount
subject to terms and conditions stipulated under the loan documents.
6. Penal interest: We are typically bound to pay additional interest to our lenders for defaults in the payment
of interest or other monies due and payable. This additional interest is charged as per the terms of our loan
agreements and typically ranges from 3% per annum, over and above the applicable interest rate.
7. Restrictive covenants: As per the terms of our borrowings, certain corporate actions for which our Company
requires prior written consent of the lenders include:
a. Change in control/ownership/management/directorship including:
b. Effecting any change in the constitutional documents of our Company;
c. Effecting any changes to the capital structure or in management set up of our Company;
d. Dilution of our Promoter’s equity shareholding below a specified threshold;
e. Undertake any new project/schemes, implement and schemes of expansion or acquire fixed assets;
f. Change the practice with regard to remuneration of director means of ordinary remuneration of
commission, sitting fees, etc; and
g. Undertaking additional charges on secured assets etc.
8. Events of Default: As per the terms of our borrowings, the following, amongst others, constitute events of
default for the relevant loan agreement:
a. Default in repayment of loan facility;
b. Failure by the guarantors to comply with any provision of the financing documents;
c. If any material representation, warranty or statement or undertaking made by the Company is found
to be incorrect or untrue, in any respect, when made;
d. Deterioration of creditworthiness resulting in material adverse effect on the functioning of the
Borrower; and
e. Initiation of insolvency or bankruptcy proceedings against the Company or the guarantors.
9. Consequences of occurrence of events of default: In terms of our borrowings, the following, inter alia, are
the consequences of occurrence of events of default, whereby our lenders may:
a. Declare the facilities together with accrued interest, penalties, liquidated damages, penalties and all
other monies to be immediately due and payable by the Company;
b. Declare all undisbursed portion of the facilities stands cancelled;
c. Enforce all of the security and exercise all the rights specified in the security documents; and
d. Sell, assign, dispose of or otherwise liquidate or direct the Company to sell, assign, dispose of or
otherwise liquidate any or all of the secured property or take possession of the proceeds from sale
or liquidation of the secured property.
This is an indicative list of the terms and conditions of the outstanding facilities and there may be additional terms
including those that may require the consent of the relevant lender, the breach of which may amount to an event
of default under various borrowing arrangements entered into by us, and the same may lead to consequences other
than those stated above. We have obtained the necessary consent required under the relevant loan documentation
for undertaking activities in relation to the Offer, including, inter alia, effecting a change in our shareholding
pattern, effecting a change in the composition of our Board.
For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings,
see “Risk Factors 24 – We may not be able to obtain adequate financing or generate sufficient cash flow to meet
our working capital and liquidity requirements, which would have an adverse effect on our business, results of
operations and financial position and prospects” on page 40.
482SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by
regulatory or statutory authorities; (iii) claims related to direct and indirect tax matters (disclosed in a
consolidated manner); and (iv) other pending litigation as determined to be material by our Board pursuant to
its resolution dated July 11, 2025 (“Materiality Policy”)in each case involving our Company, Promoters and
Directors (“Relevant Parties”). Further, there are no disciplinary actions including penalties imposed by the
SEBI or the Stock Exchanges against our Promoters in the last five Financial Years including any outstanding
action. Further, except as disclosed, there are no criminal proceedings involving Key Managerial Personnel and
members of Senior Management of the Company and any actions by regulatory authorities and statutory
authorities against such Key Managerial Personnel and members of Senior Management.
For the purpose of identification of material litigation or arbitration under (iv) above, our Board has considered
and adopted the Materiality Policy with regard to outstanding litigation to be disclosed by our Company involving
the Relevant Parties, in this Draft Red Herring Prospectus. In terms of the Materiality Policy, the following shall
be considered ‘material’ for the purposes of disclosure in this Draft Red Herring Prospectus:
(i) Monetary threshold: The monetary amount of claim or amount involved by or against the Relevant
Parties in any such pending proceeding exceeds the lower of (a) 5% of the average of absolute value of
profit or loss after tax for the last three years of the Company on a consolidated basis, as per the last full
year Restated Financial Information (b) 2% of turnover as per the Restated Financial Information for
Fiscal 2025; or (b) 2% of net worth based on the Restated Financial Information as at March 31, 2025.
Accordingly, outstanding litigation involving the Relevant Parties have been considered material and
disclosed in this section where the aggregate amount involved in such litigation exceeds 16.87 million;
(ii) Subjective threshold: Such pending matters which are not quantifiable or do not exceed the monetary
threshold, involving the Relevant Parties, whose outcome, in the opinion of the Board, would materially
and adversely affect our Company’s business, prospects, performance, operations, financial position,
reputation or cash flows or where a decision in one case is likely to affect the decision in similar cases
even though the amount involved in the individual cases may not exceed the monetary threshold; or
(iii) Tax matters: In the event any tax matters involve an amount exceeding the monetary threshold proposed
in (i) above, in relation to the Relevant Parties, individual disclosures of such tax matters will be
included.
2% of turnover, as per the Restated Financial Information for Fiscal 2025 is ₹ 82.17 million, 2% of net worth, as
per the Restated Financial Information for Fiscal 2025 is ₹ 24.54 million and 5% of the average of absolute value
of profit or loss after tax, as per the Restated Financial Information for the last three Fiscals is ₹ 16.87 million.
Accordingly, ₹ 16.87 million has been considered as the materiality threshold for the purpose of (i) above.
It is clarified that for the purpose of the litigation approach, pre-litigation notices received by the Relevant Parties
from third parties (excluding those notices and show cause notices issued by governmental, statutory, regulatory,
judicial, quasi-judicial or taxation authorities or notices threatening criminal action or first information reports)
shall, in any event, not be considered as litigation until such time that Relevant Parties are impleaded as
defendants or respondents in litigation proceedings before any judicial/arbitral forum or governmental authority.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this
purpose, our Board has adopted the Materiality Policy for the purpose of disclosure of material creditors in this
Draft Red Herring Prospectus. For identification of material creditors, a creditor of the Company shall be
considered to be material for the purpose of disclosure in the Offer Documents, if the amounts due to such creditor
exceeds 10% of the restated consolidated total trade payables of the Company as of the end of the latest financial
period covered in the Restated Financial Information. For outstanding dues to micro, small or medium enterprise
(“MSME”) and other creditors, the disclosure will be based on information available with the Company
regarding the status of the creditors as MSME as defined under Section 2 of the Micro, Small and Medium
Enterprises Development Act, 2006, as amended.
483All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated otherwise, the
information provided below is as on the date of this Draft Red Herring Prospectus.
Litigation involving our Company
Outstanding litigation against our Company
Criminal proceedings
Indcon Projects & Equipments Limited has (“Complainant”) has filed a complaint against our Company
(“Accused”) for the offence of cheating under section 420 of the Indian Penal Code, 1860 bearing case number
CT 624491/2016 in the court of the Chief Metropolitan Magistrate, Saket Court Complex, New Delhi (“Court”).
The accused had placed an order by way of letter of intent (“LoI”) for the manufacturing and supply of equipment.
After certain negotiations, the Complainant sent a revised LoI of one export oil transfer pump skid package for a
total value of ₹ 10.56 million. In accordance with the LoI, Complainant submitted the drawings of the project
equipment to the Accused and also furnished a bank guarantee for a sum of ₹ 1.56 million. The Complainant has
alleged the Accused of deception to deliver the equipment held in the office of the Complainant. However, the
both the parties have signed a settlement agreement dated July 7, 2025. The matter is still pending.
Material civil litigation
Florton Infrastructure Private Limited (“Operational Creditor”) has filed an application under section 9 of the
Insolvency and Bankruptcy Code, 2016 before the NCLT Ahmedabad Bench, against our Company initiating
corporate insolvency resolution process (“CIRP”) for a claim amount of ₹30.51 million. The Operational creditor
has alleged that our Company had entered into two service contracts with the Operational Creditor availing its
services (“Agreements”). Further, the Operational Creditor alleges that our Company, being liable to pay certain
charges under the said Agreements, unilaterally terminated the contract of mechanical services dated January 06,
2014 vide email dated July 27, 2024, pursuant to which, the Operational Creditor pursued this application for
CIRP. The matter is currently pending.
Actions by regulatory/ statutory authorities
Nil
Other material pending proceedings
Nil
Material tax proceedings
Nil
Outstanding litigation by our Company
Criminal proceedings
(1) Our Company (the “Complainant”) has filed a complaint under section 138 of the Negotiable
Instruments Act, 1881, against Galax Infra and Sports (the “Accused”). The Complaint had issued
a letter of intent bearing number OIL/WO-005/OSWAL/LOI-003 dated June 20, 2023 (the “Letter
of Intent”) in favour of the accused for undertaking civil work amounting to Rs. 70.50 million. The
completion date for the civil work was April 30, 2024, however, it is alleged that as the Accused
failed to complete the work within the prescribed time, it resulted in the termination of the contract.
On December 19, 2023, the Complainant had presented the cheque bearing number 000833
amounting to ₹ 3.53 million and cheque bearing number 000831 amounting to ₹ 4.16 million for
clearance with HDFC Bank Limited, against the recovery, however, the said cheque was
dishonoured with the endorsement of insufficient funds and a return memo to that effect was
provided dated December 20, 2023. Pursuant to the dishonour of cheque, our Company has field
the criminal case bearing number 16187 of 2024 before the court of Additional District Judge and
Judicial Magistrate (First Class) Ahmedabad Rural, Ahmedabad for the recovery of amount of ₹
7.69 million.
(2) Our Company has filed a complaint against Indcon Projects & Equipment & Ors (“Accused”)
bearing number 1990 of 2015 before the Metropolitan Magistrate, Negotiable Instrument Act (Court
484No. 36), at Ahmedabad (“Magistrate”) under Sections 138 and 141 of the Negotiable Instrument
Act, 1881 for a cheque aggregating to ₹1.5 million that was presented but returned dishonoured.
The Complainant issued a Letter of Intent (“LoI”) on October 01, 2014 vide reference No. OIL-
44/LOI/14-15/PUR/CIL-025, awarding work for detailed engineering, procurement,
manufacturing, inspection, testing and supply and providing service for installation and
commissioning of export oil transfer pump skid package to the Accused. Upon a failure to provide
service and a failure to submit the performance bank guarantee as per the LoI, the amount of ₹1.5
million became a legally enforceable debt that was sought to be discharged by a cheque dated
September 14, 2015 bearing number 001576. Pursuant to a dishonouring of the said cheque, this
complaint was pursued. The matter is currently pending.
Material civil litigation
Nil
Other material pending proceedings
Nil
Litigation involving our Promoters
Outstanding litigations against our Promoters
Criminal proceedings
Nil
Material civil litigation
NIL
Disciplinary actions including penalties imposed by the Stock Exchanges in the last five Financial Years
Nil
Actions by regulatory/ statutory authorities
Nil
Other material pending proceedings
Nil
Outstanding litigations by our Promoters
Criminal proceedings
Nil
Material civil litigation
NIL
Other material pending proceedings
Nil
485Litigation involving our Directors
Outstanding litigations against our Directors
Criminal proceedings
Nil
Material civil litigation
Nil
Actions by regulatory/ statutory authorities
Nil
Other material pending proceedings
Nil
Outstanding litigations by our Directors
Criminal proceedings
NIL
Material civil litigation
NIL
Other material pending proceedings
Nil
Litigation involving our Key Managerial Personnel and Senior Management Personnel
Outstanding litigations against our Key Managerial Personnel and Senior Management Personnel
Criminal proceedings
Nil
Actions by regulatory/ statutory authorities
Nil
Outstanding litigations by our Key Managerial Personnel and Senior Management Personnel
Criminal proceedings
Nil
Labour Disputes
There is one (1) labour dispute filed by Tanvir Kureshi (the “Complainant”) having registration no.
24aacc01639e2zs against our Company under the Minimum Wages Act, 1948 (the “Act”) before the Labour
Welfare Department (the “Authority”) wherein, it was alleged that our Company failed to pay the wages
amounting to ₹ 0.23 million to the Complainant during her maternity leave, thus, making it liable for prosecution
under Section 22A of the Act. The matter is currently pending.
Litigation involving our Group Companies
Our Group Companies are not party to any litigation which may have material impact on our Company.
486Tax proceedings
There are no outstanding tax proceedings involving our Company, Promoters or Directors except the ones
mentioned below.
Nature of case Number of cases(1) Aggregate amount
involved to the extent
ascertainable(1)
(in ₹ million)
Company
Direct tax 2 1.02
Indirect tax 2 8.34
Promoters
Direct tax NIL NIL
Indirect tax NIL NIL
Directors
Direct tax NIL NIL
Indirect tax NIL NIL
(1) As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
Outstanding dues to creditors
In terms of the Materiality Policy, such creditors are considered ‘material’ to whom the amount due exceeds 10%
of the restated consolidated trade payables of our Company, on a consolidated basis, as at March 31, 2025. Our
Company owed a total sum of ₹ 432.64 million to a total number of 187 creditors as at March 31, 2025.
The details of outstanding dues owed to MSME creditors, material creditors and other creditors, as at March 31,
2025, are set out below:
Type of creditors Number of creditors Amount involved (in ₹ million)
Material creditors
Other than Micro, small and medium 2 150.87
enterprises creditors
Other than Material Creditors
Micro, small and medium enterprises 85 104.19
creditors
Other Micro, small and medium 100 177.58
enterprises
Total 187 432.64
As certified by our Joint Statutory Auditors by way of their certificate dated July 18, 2025.
The details pertaining to outstanding dues to the material creditors along with names and amounts involved for
each such material creditor are available on the website of our Company at hwww.oswalenergies.com.
Confirmation
Except as disclosed in this Draft Red Herring Prospectus, there are no findings or observations of any of the
inspections by SEBI or any other regulatory authority in India, which are material and which needs to be disclosed,
or non-disclosure of which may have a bearing on the investment decision of prospective investors in the Offer.
487Material Developments
Except as stated in the section “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 447, there have not arisen, since the date of the last financial information disclosed in this
Draft Red Herring 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 Draft Red Herring Prospectus.
488GOVERNMENT AND OTHER APPROVALS
We have set out below a list of approvals, consents, registrations, licenses and permissions required to be obtained
by our Company from various governmental and statutory authorities, which are considered material and
necessary for us to undertake our business activities and operations (the “Material Approvals”). Some of the
Material Approvals may have lapsed or expired or may lapse or expire in the ordinary course of business, from
time to time and our Company has either already made an application to the appropriate authorities for renewal
of such Material Approvals or are in the process of making such renewal applications, in accordance with
applicable requirements and procedures.
Except as mentioned below, no further Material Approvals are required by us to undertake the Offer or to carry
on our business and operations. Additionally, unless otherwise stated herein, these Material Approvals are valid
as on the date of this Draft Red Herring Prospectus. Certain of such Material Approvals may expire periodically
in the ordinary course and applications for renewal of such Material Approvals are submitted in accordance with
applicable requirements and procedures. For details of risk associated with not obtaining or delay in obtaining
requisite approvals, see “Risk Factors – 31. An inability by us or our clients to obtain or maintain regulatory
approvals, licenses and permits required for our business operations or the projects we undertake may adversely
affect our business, results of operations and cash flows.” on page 40.
I. Approvals in relation to the incorporation of our Company
1. Certificate of incorporation dated January 28, 2013 issued by the RoC to our Company, under the name
‘Oswal Infra-Park Limited’.
2. Fresh certificate of incorporation dated July 19, 2016, issued by the RoC to our Company, consequent
upon change of name from ‘Oswal Infra-Park Limited’ to ‘Oswal Infrastructure Limited’.
3. Fresh certificate of incorporation dated June 19, 2024, issued by the RoC to our Company, consequent
upon change of name from ‘Oswal Infrastructure Limited’ to ‘Oswal Energies Limited’
4. The corporate identification number of our Company is U45205GJ2013PLC073465.
5. Certificate of commencement of business issued on February 25, 2013, by the Roc to our Company.
II. Material Approvals in relation to the Offer
For the approvals and authorisations obtained by our Company in relation to the Offer, see “Other Regulatory and
Statutory Disclosures – Authority for the Offer”, beginning on page 495.
III. Material approvals in relation to our Company
Our Company has received the following material approvals, licenses, consents, registrations, and permits
pertaining to our business:
A. Tax related approvals
1. The permanent account number of our Company is AACCO1639E issued by the Income Tax
Department, Government of India.
2. The tax deduction account number of our Company is AHMO01471B issued by the Income Tax
Department, Government of India.
3. Our Company has obtained the Goods and Services Tax registration certificate issued by the Government
of India in various states.
4. Certificate of Registration as an employer under the Gujarat State Tax on Professions, Trade, Callings
and Employment Act, 1976.
5. Certificate of Registration for business tax bearing number 06010160003 issued by Ola Gram Panchayat.
B. Material approvals in relation to our business and operations
489Sr. No. Particulars Issuing Authority Date of Validity
Issue
1. Udyog Aadhar Registration Certificate Ministry of Micro, March 22, -
for medium enterprise Small and Medium 2021
Enterprises
2. Importer exporter code Ministry of Commerce June 2, 2016 -
and Industry,
Directorate General of
Foreign Trade
3. Consent to establish under Water Gujarat Pollution August 6, April 11,
(Prevention & Control of Pollution) Act, Control Board 2024 2028
1974, Air (Prevention & Control of
Pollution) Act, 1981 and Authorisation
under the provisions of Hazardous and
Other Wastes (Management and
Transboundary Movement) Rules, 2016
4. Permission for the movement of industrial Atomic Energy November November
radiography exposure device Regulatory Board, 21, 2024 21, 2025
Radiation Applications
Safety Division
5. Registration and license number to work Directorate of Industrial December December
a factory under the Factories Act, 1948 Safety and Health 17, 2024 31, 2034
6. Approval for manufacturing of pressure Office of the Director of August 4, August 3,
vessels and all types of heat exchanger Boiler, Gujarat 2024 2026
7. Certificate of approval for boiler Director of Boilers, December August 29,
repair/erector and steam/feed pipeline Gujarat 26, 2024 2026
fabricator/erector under the Indian Boiler
Regulations, 1950.
8. Certificate of approval for manufacturing Office of the Director of December From
piping spools, skid Boiler, Gujarat 26, 2024 August 30,
2024, to
August 29,
2026
9. Certificate of approval for manufacturing Office of the Director of December From
of pressure reducing station and all type Boiler, Gujarat 26, 2024 August 4,
and size pipe, fittings and flanges 2024, to
December 3,
2026
10. Certificate of Registration with respect to Chief Fire Officer, March 12, March 12,
fire safety Ahmedabad Municipal 2024 2026
Corporation
C. Labour and commercial related approvals obtained by our Company
We are required to obtain and have obtained registrations and authorisations under the following laws:
1. Registrations under the Employees’ State Insurance Act, 1948 ("ESIC Act”): All our employees staffed
in establishments covered by the ESIC Act are required to be insured and we are required to register our
establishments under the ESIC Act and maintain prescribed records and registers in addition to filing of
forms with the concerned authorities.
2. Registrations under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 ("EPF
Act”): The EPF Act is applicable to our Company and thus our Company is required to mandatorily get
registered under the EPF Act with the relevant regional provident fund commissioner with jurisdiction,
where applicable.
3. Registration under Labour Welfare Fund: We have registration in relation to the labour welfare fund
from the Gujarat Labour Welfare Board.
4904. Certificate of registration under the Gujarat Shops and Establishments (Regulation of Employment ND
Conditions of Service) Act, 2019 issued by Amdavad Municipal Corporation.
IV. Material approvals or renewals applied for but not received
As on date of this Draft Red Herring Prospectus, there are no Material Approvals or renewals that have been
applied for by our Company but have not been received.
V. Material Approvals which have expired and applications for renewal have been made:
As on date of this Draft Red Herring Prospectus, there are no Material Approvals which have expired and
applications for renewal have been made:
VI. Material Approvals which have expired and renewal is to be applied for:
As on date of this Draft Red Herring Prospectus, there are no material approvals that have expired and renewal is
to be applied.
VII. Material Approvals required but not obtained or applied for
As on date of this Draft Red Herring Prospectus, there are no material approvals that have not been obtained or
applied.
VIII. Intellectual Property related approvals
As on the date of this Draft Red Herring Prospectus, our Company has made applications for registration of 4
trademarks before the Trade Marks Registry, for our logo which appears on the cover page of this Draft Red
Herring Prospectus, which are pending at various stages in India. For details of our intellectual property, see “Our
Business –Intellectual Property” on page 328.
The following table provides the details of the applications of such trademarks:
Sr No. Particulars Issuing Authority Date of Application
application status
1. Trademark application bearing Trademark Registry August 22, Filed
number 6587212 under Class 7 of the 2024
Trade Marks Act, 1999
2. Trademark application bearing Trademark Registry August 22, Filed
number 6587213 under Class 6 of the 2024
Trade Marks Act, 1999
3. Trademark application bearing Trademark Registry August 22, Filed
number 6587214 under Class 37 of 2024
the Trade Marks Act, 1999
4. Trademark application bearing Trademark Registry August 22, Filed
number 6587214 under Class 40 of 2024
the Trade Marks Act, 1999
We do not own and have not filed any applications for patents and copyright.
491OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term “group companies”, includes:
1. such companies (other than promoter(s) and subsidiary(ies)) with which the relevant issuer company had
related party transactions, during the period for which financial information is disclosed in the offer
document, as covered under applicable accounting standards, and
2. any other companies considered material by the board of directors of the relevant issuer company.
Accordingly, for (i) above, all such companies (except subsidiaries, if any) with which our Company had related
party transactions during the period covered in the Restated Financial Information included in the offer document,
as covered under the applicable accounting standards, shall be considered as ‘group companies’ of the Company
in terms of the SEBI ICDR Regulations.
Further, for (ii) above, the Board pursuant to the Materiality Policy, has determined that a company (other than
the companies covered under the schedule of related party transactions as per the Restated Financial Information
included in the offer document) shall be considered “material” and will be disclosed as a ‘group company’ in the
offer documents, if it is a member of the companies forming part of the Promoter Group (other than the Promoters,
in case the Promoters are companies) in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, and the
Company has entered into one or more transactions with such company during the last completed fiscal year (or
relevant stub period, if applicable), which individually or cumulatively in value exceeds 10% of the revenue from
operations of the Company for the last completed fiscal year, as applicable, as per the Restated Financial
Information.
Accordingly, the Board has identified Oswal Industries Limited and Metal Forge Private Limited as our Group
Companies.
In terms of the SEBI ICDR Regulations, the following information based on the audited financial statements, in
respect of Group Company, for the last three years, extracted from their respective audited financial statements
(as applicable), shall be hosted on the website of our Company:
• reserves (excluding revaluation reserve)
• sales
• profit after tax
• earnings per share
• diluted earnings per share; and
• net asset value
Our Company is providing the link to such websites solely to comply with the requirements specified under the
SEBI ICDR Regulations. Such financial information of the Group Company and other information provided on
the websites given below does not constitute a part of this Draft Red Herring Prospectus. Such information should
not be considered as part of the information that any investor should consider before making any investment
decision.
None of our Company, the BRLM or any of the Company’s or the BRLM’s respective directors, employees,
affiliates, associates, advisors, agents or representatives have verified the information available on the websites
indicated below.
Details of our Group Companies:
a) Oswal Industries Limited
Corporate Information
Oswal Industries Limited (CIN: U27100GJ198PLC006037) was incorporated as a private limited company having
the name Oswal Castings Private Limited on March 19, 1983, under the Companies Act, 1956. Pursuant to a
special resolution passed dated October 10, 1994 and the approval received from the RoC, the company was
converted from a private company to a public company, subsequently, changing the name from Oswal Casting
Private Limited to Oswal Casting Limited. Additionally, the name was also changed from Oswal Casting Limited
to Oswal Industries Limited and a fresh certificate of incorporation was issued by the RoC dated November 11,
1994.
492Registered Office
The registered office of Oswal Industries Limited is located at Block No. 258, Village- Ola, Ahmedabad-Mehsana
Highway, Kalol, Gandhinagar, Gujarat-382 721, India
Financial Information
Details of financial information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit
after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value in relation to the Group
Company, based on its audited standalone financial statements, for the preceding three financial years as
prescribed under the SEBI ICDR Regulations will be available on the website of the Group Company at
www.oswalvalves.com.
Metal Forge India Private Limited
Corporate Information
Metal Forge India Private Limited (CIN: U27109MH2019PTC333979) was incorporated as a private limited
company under the Companies Act, 2013, pursuant to which a fresh certificate of incorporation was issued by the
RoC dated December 4, 2019.
Registered Office
The registered office of Metal Forge India Private Limited is located at 302, 3rd floor, plot-35-1, Kartar Mansion
Tribhuwan Marg, Grant Road, Girgaon, Mumbai, Maharashtra- 400 004, India.
Financial Information
Details of financial information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit
after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value in relation to the Group
Company, based on its audited standalone financial statements, for the preceding three financial years as
prescribed under the SEBI ICDR Regulations will be available on our website at www.metalforgeindia.com.
Litigation which has a material impact on our Company
There is no pending litigation involving our Group Companies which has or will have a material impact on our
Company.
Nature and extent of interest of Group Companies
Interest in the promotion of our Company
As on the date of this Draft Red Herring Prospectus, our Group Companies do not have any interest in the
promotion or formation of our Company
Interest in the properties acquired by our Company in the preceding three years before filing of this Draft Red
Herring Prospectus or proposed to be acquired by our Company.
Our Group Company has no interest in the properties acquired by our Company in the preceding three years before
filing of this Draft Red Herring Prospectus or proposed to be acquired by our Company.
Interest in transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies is not interested in any transactions for acquisition of land, construction of building or
supply of machinery, etc.
Common pursuits
There are no common pursuits amongst our Group Companies and our Company.
Business interests in our Company
493Except as disclosed under see ‘Restated Financial Information - Note 41 - Related Party Disclosures’, our Group
Company does not have any business interest in our Company.
Related Business Transactions within the group and significance on the financial performance of our
Company
Other than the transactions disclosed in the section “Restated Financial Information – 41– Related Party
Disclosures”, there are no other business transactions between our Company and Group Company which are
significant to the financial performance of our Company.
Business interests or other interests
Except in the ordinary course of business and as disclosed in section “Restated Financial Information – 41–
Related Party Disclosures”, our Group Company do not have any business interest in our Company.
Utilisation of Offer Proceeds
There are no material existing or anticipated transactions in relation to utilisation of the Offer Proceeds with our
Group Company.
Other Confirmations
Our Group Company has not made any public or rights issue (as define dunder the SEBI ICDR Regulations) of
securities in the three years preceding the date of this Draft Red Herring Prospectus.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of our Company) and our Group Company.
Our Group Company do not have any securities listed on a stock exchange, and, therefore, there are no investor
complaints pending against it.
Except as disclosed below, there is no conflict of interest between the Group Company or any of their directors
and the lessors of immovable properties of our Company (who are crucial for the operations of our Company).
Rent per
Agreement
Lessor Lessee Address of the property month (in ₹ Period
date
million)
Oswal Oswal September Block No. 729 Paiki 0.05 36
Industries Energies 18, 2024 Ahmedabad-Mehsana Express months
Limited Limited Highway, OLA, Kalol,
Gandhinagar
Oswal Oswal July 27, 2024 Block no. 258, Ahmedabad 0.06 10
Industries Energies Mehsana Expressway, Village- years
Limited Limited Ola, Kalol, Gandhinagar
494OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Corporate approvals
• Our Board has authorised the Offer pursuant to a resolution dated July 11, 2025.
• Our Shareholders have authorised the Fresh Issue, pursuant to a special resolution passed at their general
meeting held on July 11, 2025.
• Our IPO Committee has taken on record the consent and authorization of the Selling Shareholders to
participate in the Offer for Sale pursuant to its resolution dated July 11, 2025.
• This Draft Red Herring Prospectus was approved pursuant to resolutions passed by our Board on July
18, 2025.
Approvals from the Selling Shareholders
Each of the Selling Shareholders has, severally and not jointly, confirmed and authorised the transfer of its
respective portion of the Offered Shares pursuant to the Offer for Sale, as set out below:
Sr. No. Name of the Selling Shareholders Date of consent letter Maximum number of
Offered Shares
1. Dixit Jitendra Bokadia Promoter Selling Shareholder Up to 457,777 Equity
Shares of face value of
₹10 each aggregating up
to ₹[●] million
2. Jayant Babulal Bokadia Promoter Selling Shareholder Up to 327,508 Equity
Shares of face value of
₹10 each aggregating up
to ₹[●] million
3. Ratan Babulal Bokadia Promoter Selling Shareholder Up to 192,333Equity
Shares of face value of
₹10 each aggregating up
to ₹[●] million
4. Ratan Babulal Bokadia HUF Promoter Selling Shareholder Up to 190,587 Equity
Shares of face value of
₹10 each aggregating up
to ₹[●] million
5. Jayant Babulal Bokadia HUF Promoter Selling Shareholder Up to 155,125 Equity
Shares of face value of
₹10 each aggregating up
to ₹[●] million
6. Jitendra Hastimalji Bokadia Promoter Group Selling Up to 1,573,965 Equity
Shareholder Shares of face value of
₹10 each aggregating up
to ₹[●] million
7. Babulal Hastimal Bokadia Promoter Group Selling Up to 1,070,583 Equity
Shareholder Shares of face value of
₹10 each aggregating up
to ₹[●] million
8. Sarika Jayantkumar Bokadia Promoter Group Selling Up to 352,693 Equity
Shareholder Shares of face value of
₹10 each aggregating up
to ₹[●] million
9. Padmavati Babulal Bokadia Promoter Group Selling Up to 212,770 Equity
Shareholder Shares of face value of
₹10 each aggregating up
to ₹[●] million
495Sr. No. Name of the Selling Shareholders Date of consent letter Maximum number of
Offered Shares
10. B H Bokadia HUF Promoter Group Selling Up to 66,667 Equity
Shareholder Shares of face value of
₹10 each aggregating up
to ₹[●] million
Each Selling Shareholder specifically confirms that, as required under Regulation 8 of the SEBI ICDR
Regulations, it has held the Equity Shares proposed to be offered and sold by it in the Offer for a period of at least
one year prior to the date of filing of this Draft Red Herring Prospectus and, to the extent that the Equity Shares
being offered by such Selling Shareholder in the Offer have not been held by it for a period of at least one year
prior to the filing of this Draft Red Herring Prospectus, where such Equity Shares have resulted from a bonus
issue, such bonus issue has been on Equity Shares held for a period of at least one year prior to the filing of this
Draft Red Herring Prospectus. Further, in this regard, our Company confirms that such bonus issue was not and
shall not be undertaken by capitalizing or by utilization of its revaluation reserves or unrealized profits.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of our Equity Shares pursuant
to letters dated [●] and [●], respectively.
Prohibition by SEBI, RBI or governmental authorities
Our Company, Promoters, members of our Promoter Group, our Directors, or persons in control of our Company
and each of the Selling Shareholders are not prohibited from accessing the capital market or debarred from buying,
selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in
any other jurisdiction or any other authority or court.
Our Company, Promoters, members of the Promoter Group or Directors have not been declared as Wilful
Defaulters or Fraudulent Borrowers.
Our Promoters or Directors have not been declared as Fugitive Economic Offenders.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Each of our Company, our Promoters, members of our Promoter Group and the Selling Shareholders, severally
and not jointly, confirm that it is in compliance with the Companies (Significant Beneficial Owners) Rules, 2018,
to the extent applicable, as on the date of this Draft Red Herring Prospectus.
Directors associated with the securities market
As of the date of the Draft Red Herring Document, none of our Directors are associated with the securities market
in any manner. Further, no outstanding action has been initiated by SEBI against any of our Directors in the five
years preceding the date of this Draft Red Herring Prospectus.
Eligibility for the Offer
Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation
6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following
manner:
• our Company has net tangible assets of at least ₹30 million, calculated on a restated basis, in each of the
preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets;
• our Company has an average operating profit of at least ₹150 million, calculated on a restated basis, during
the preceding three years (of 12 months each), with operating profit in each of these preceding three years;
• our Company has a net worth of at least ₹10 million in each of the three preceding full years (of 12 months
each), calculated on a restated basis; and
• there has been no change of name of our Company at any time during the one year immediately preceding
the date of filing of this Draft Red Herring Prospectus.
496Set forth below are our Company’s net tangible assets, operating profit and net worth, derived from our Restated
Financial Information included in this Draft Red Herring Prospectus:
(₹ in million, except as stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Restated net tangible assets(1) 1,200.40 558.25 254.66
Restated monetary assets (2) 45.32 85.78 116.41
Monetary assets as a % of net
3.78% 15.37% 45.71%
tangible assets, as restated
Pre-tax operating profit, as
884.56 352.21 85.45
restated(3)
Net worth, as restated(4) 1227.00 569.05 268.65
(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, right of use asset as defined in Ind AS 116 and deferred tax assets
as defined in Ind AS 12 and excluding the impact of deferred tax liabilities as defined in Ind AS 12 issued by
Institute of Chartered Accountants of India.
(2) ‘Monetary assets’ is the aggregate of cash on hand and balance with banks (including other bank balances
and interest accrued thereon).
(3) ‘Operating Profit’ has been calculated as profit after including finance cost and excluding, other income,
exceptional item and tax expenses
(4) ‘Net worth’ means aggregate value of the paid-up share capital and other equity created out of the profits,
securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written
off, derived from Restated Financial Information, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation.
Our Company has operating profits in each Fiscal 2025, 2024, and 2023 in terms of our Restated Financial
Information. Our average operating profit for Fiscal 2025, 2024, and 2023 is ₹440.74 million. For further details,
see “Other Financial Information” on page 446
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 unblocked/ refunded forthwith.
Further, our Company confirms that it is eligible to make the Offer in terms of Regulations 5 and 7(1) of the SEBI
ICDR Regulations, to the extent applicable. Our Company is in compliance with the following conditions
specified in Regulations 5 and 7(1) of the SEBI ICDR Regulations:
(a) neither our Company, nor the Selling Shareholders, our Promoters, the members of our Promoter Group,
or our Directors are debarred from accessing the capital market by SEBI;
(b) none of our Promoters or our Directors are promoters or directors of any other company which is debarred
from accessing capital market by SEBI;
(c) neither our Company, nor our Promoters or Directors is a Wilful Defaulter or a Fraudulent Borrower;
(d) none of our Promoters and our Directors are declared as a fugitive economic offender under Section 12
of the Fugitive Economic Offenders Act, 2018;
(e) as on the date of this Draft Red Herring Prospectus, there are no outstanding warrants, stock appreciation
rights, options or rights to convert debentures, loans or other instruments convertible into, any other
convertible securities or which would entitle any person with any option to receive Equity Shares of our
Company;
(f) the Equity Shares of our Company held by the Promoters are in the dematerialised form; and
497(g) 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 Draft Red Herring Prospectus.
DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”)
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT,
IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY 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 THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING
LEAD MANAGER, BEING MONARCH NETWORTH CAPITAL LIMITED, HAVE CERTIFIED THAT
THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS
AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD
MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGER, BEING MONARCH NETWORTH CAPITAL
LIMITED, HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JULY 18, 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 THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING
LEAD MANAGER, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING
PROSPECTUS.
Disclaimer from our Company, our Directors, our Promoters, the Selling Shareholders and the Book
Running Lead Manager
Our Company, our Directors, our Promoters, the Selling Shareholders and the BRLM accept no responsibility for
statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material
issued by or at our Company’s instance and anyone placing reliance on any other source of information, including
our Company’s website at www.oswalenergies.com or any affiliate of our Company or of any of the Selling
Shareholders, would be doing so at his or her own risk.
Each of the Selling Shareholders, accept no responsibility for any statements made or undertakings provided other
than those specifically confirmed or undertaken by such Selling Shareholder, and only in relation to itself and/or
to the respective Equity Shares offered by such Selling Shareholder through the Offer for Sale.
The BRLM accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will be
provided in the Underwriting Agreement.
All information, to the extent required in relation to the Offer, shall be made available by our Company, each of
the Selling Shareholders (only with respect to itself and its respective portion of the Offered Shares) and the
BRLM to the public and investors at large and no selective or additional information would be available for a
section of the investors in any manner whatsoever, including at road show presentations, in research or sales
reports, at Bidding Centres or elsewhere.
498Bidders who Bid in the Offer will be required to confirm and would be deemed to have represented to our
Company, the Selling Shareholders, Underwriters and their respective directors, partners, designated partners,
trustees, officers, employees, agents, affiliates and representatives that they are eligible under all applicable laws,
rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer
the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and
approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, the Underwriters and their
respective directors, partners, designated partners, trustees, officers, employees, agents, affiliates, and
representatives accept no responsibility or liability for advising any investor on whether such investor is eligible
to acquire the Equity Shares.
The BRLM and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for our Company, Group Companies, the Selling Shareholders and their
respective directors and officers, group companies, affiliates or associates or third parties in the ordinary course
of business and have engaged, or may in the future engage, in commercial banking and investment banking
transactions with our Company, its Group Companies, the Selling Shareholders and their respective affiliates or
associates or third parties, for which they have received, and may in the future receive, compensation.
Disclaimer in respect of jurisdiction
The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, Hindu Undivided Families (“HUFs”), companies,
corporate bodies and societies registered under the applicable laws in India and authorised to invest in equity
shares, domestic Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional
rural banks, co-operative banks (subject to permission from RBI), NBFCs-SI or trusts under applicable trust law
and who are authorised under their respective constitutions to hold and invest in equity shares, public financial
institutions as specified in Section 2(72) of the Companies Act, 2013, multilateral and bilateral development
financial institutions, state industrial development corporations, insurance companies registered with Insurance
Regulatory and Development Authority of India (“IRDAI”), permitted provident funds with a minimum corpus
of ₹250.00 million (subject to applicable law) and permitted pension funds with a minimum corpus of ₹250.00
million registered with the Pension Fund Regulatory and Development Authority established under sub-section
(1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund,
insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and
managed by the Department of Posts, Government of India (“GoI”) and permitted Non-Residents including
Foreign Portfolio Investors (“FPIs”) and Eligible NRIs, Alternate Investment Funds (“AIFs”), and other eligible
foreign investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the
Equity Shares. This Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe
to or purchase the Equity Shares in the Offer in any jurisdiction to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes
is required to inform himself or herself about, and to observe, any such restrictions.
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Gujarat at
Ahmedabad only.
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 other applicable law of the United States (or any state or jurisdiction therein) and unless so
registered, shall 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 occur. The Equity Shares have not been and will not be registered,
listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids
may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such
jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
499or any economic interest therein, including any off-shore derivative instruments, such as participatory
notes, issued against the Equity Shares or any similar security, other than in accordance with applicable
laws.
Disclaimer clause of the BSE Limited
As required, a copy of this Draft Red Herring Prospectus shall be submitted to the BSE. The disclaimer clause as
intimated by the BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in
the Red Herring Prospectus and the Prospectus prior to filing with the RoC.
Disclaimer clause of the National Stock Exchange of India Limited
As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as
intimated by the NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in
the Red Herring Prospectus and the Prospectus prior to filing with the RoC.
Listing
The Equity Shares proposed to be Allotted pursuant to the Red Herring Prospectus and the Prospectus are proposed
to be listed on the BSE and the NSE. Applications will be made to the Stock Exchanges for obtaining permission
for the listing and trading of the Equity Shares being issued and sold in the Offer and [●] will be the Designated
Stock Exchange, with which the Basis of Allotment will be finalised.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus in accordance with applicable law. If such money is not repaid within the prescribed time,
then our Company and every officer in default shall be liable to repay the money, with interest, as prescribed
under applicable law. Any expense incurred by our Company on behalf of any of the Selling Shareholders with
regard to interest on such refunds as required under the Companies Act, 2013 and any other applicable law will
be reimbursed by such Selling Shareholder as agreed among our Company and the Selling Shareholders in writing,
in proportion to its respective portion of the Offered Shares. Provided that no Selling Shareholder shall be
responsible or liable for payment of any expenses or interest, unless such delay is solely and directly attributable
to an act or omission of such Selling Shareholder and such liability shall be limited to the extent of its respective
Offered Shares.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working Days of the
Bid/Offer Closing Date or such other period as may be prescribed by the SEBI. Each of the Selling Shareholders,
severally and not jointly, shall extend commercially reasonable co-operation to our Company, as may be required
solely in relation to its respective portion of the Offered Shares, in accordance with applicable law, to facilitate
the process of listing the Equity Shares on the Stock Exchanges.
If 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
delayed period or such other rate as may be prescribed by the SEBI. Consents
Consents in writing of: (a) each of the Selling Shareholders, our Directors, our Promoters, Promoter Group, our
Company Secretary and Compliance Officer, our Joint Statutory Auditors, the legal counsel to the Company, the
bankers to our Company, lenders to our Company (wherever applicable), industry report provider (D&B),
independent chartered engineer, practicing company secretary, the BRLM and Registrar to the Offer have been
obtained;] and (b) the Syndicate Members, Escrow Collection Bank, Public Offer Account Bank, Sponsor Bank,
Refund Bank and Monitoring Agency to act in their respective capacities, will be obtained and filed along with a
copy of the Red Herring Prospectus with the RoC as required under the Companies Act, 2013. Further, such
consents obtained under (a) have not been withdrawn up to the date of this Draft Red Herring Prospectus.
Experts to the Offer
Our Company has received written consent dated July 18, 2025 from Talati & Talati LLP, Chartered Accountants
and Suresh R Shah & Associate, Chartered Accountants, our Joint Statutory Auditors to include their name as
required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft
Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the
500extent and in their capacity as our Joint Statutory Auditors, and in respect of their (i) examination report dated
June 10, 2025 relating to the Restated Financial Information and (ii) the statement of special tax benefits dated
July 18, 2025 included in this Draft Red Herring Prospectus and such consents have not been withdrawn as on the
date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert”
as defined under the U.S. Securities Act.
Our Company has received written consent dated July 18, 2025 from the independent chartered engineer, namely
Shivabhai Khemabhai Patel, to include their name in this Draft Red Herring Prospectus and as an “expert” as
defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as a chartered engineer,
in relation to their certificate dated December 24, 2024. However, the term “expert” shall not be construed to
mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated July 18, 2025, from Tapan Shah, Practising Company
Secretaries, to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under Section
2(38) of the Companies Act, 2013, to the extent that and in their capacity as practising company secretary, in
relation to their certificate dated July 18, 2025. 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 during the last five years
Our Company has not undertaken any public issue or any rights issue, during the five years preceding the date of
this Draft Red Herring Prospectus.
Commission or brokerage on previous issues in the last five years
Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our
Equity Shares during the five years preceding the date of this Draft Red Herring Prospectus.
Capital issues in the preceding three years by our Company, our listed group companies of our Company
Except as disclosed in “Capital Structure – Notes to capital structure” on page 93, our Company has not made
any capital issues during the three years preceding the date of this Draft Red Herring Prospectus. As on the date
of this Draft Red Herring Prospectus, none of our Group Companies are listed. Further, as on the date of this Draft
Red Herring Prospectus, our Company does not have any subsidiary or associate company.
Performance vis-à-vis objects – public/rights issues of our Company
Our Company has not made any public issues or rights issues during the five years preceding the date of this Draft
Red Herring Prospectus.
Performance vis-à-vis objects - public/rights issue of any listed subsidiary/listed Promoters of our Company
As on the date of this Draft Red Herring Prospectus, we do not have any subsidiary or corporate promoter
501Price information of past issues handled by the Book Running Lead Manager
Monarch Networth Capital Limited
1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Monarch Networth Capital
Limited
Sr. Issue Name Issue Issue price Listing Opening +/- % change in +/- % change in +/- % change in
No. Size (₹) Date Price on closing price, [+/- % closing price, [+/- % closing price, [+/- %
(₹ in Listing Date change in closing change in closing change in closing
million) benchmark]- 30th benchmark]- 90th benchmark]- 180th
calendar days from calendar days from calendar days from
listing listing listing
1. Scoda Tubes Limited 2,200.00 140.00 June 04, 140.00 46.59% [3.42%] NA NA
2025
2. Exicom Tele - 4,289.99 142.00 March 05, 265.00 46.41%[0.71]% 113.49% [4.06%] 171.51%[12.88%]
Systems 2024
Limited
Source: www.nseindia.com; www.bseindia.com
Notes:
1. The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days isa trading holiday, the previous
trading day is considered for the computation. We have taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have
taken the closing price of the applicable benchmark index as on the listing day to calculate the %change in closing price of the benchmark as on 30th, 90th and
180th day.
2. The Nifty 50 index is considered as the Benchmark Index, NSE being the designated stock exchange
3. NA-Period not completed
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
Monarch Networth Capital Limited
Financia Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
l Year no. of amount of discount - 30th calendar days premium - 30th calendar discount - 180th calendar premium - 180th calendar days
IPOs funds raised from listing days from listing days from listing from listing
(₹ million) Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
Fiscal 1 2,200.00 - - - - 1 - - - - - - -
2025-26
502Financia Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
l Year no. of amount of discount - 30th calendar days premium - 30th calendar discount - 180th calendar premium - 180th calendar days
IPOs funds raised from listing days from listing days from listing from listing
(₹ million) Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
Fiscal - - - - - - - - - - - - - -
2024-25
Fiscal 1 4,289.99 - - - 1 - - - - 1 - -
2023-24
Notes:
1. The information is as on the date of this Draft Red Herring Prospectus.
2. The information for each of the financial years is based on issues listed during such financial year.
503Track record of past issues handled by the Book Running Lead Manager
For details regarding the track record of the Book Running Lead Manager, as specified in circular number
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please see the website of the Book Running Lead
Manager, as set forth in the table below:
Sr. Name of the BRLM Website
No.
1. Monarch Networth Capital Limited www.mnclgroup.com
Stock market data of the Equity Shares
This being the initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange as on the date of this Draft Red Herring 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
Self Certified Syndicate Banks (“SCSBs”) for addressing any clarifications or grievances of ASBA Bidders.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the 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 or Registrar to the Offer, in the manner provided below.
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 (for Bidders other than UPI Bidders) or the UPI ID (for
UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum Application
Form and the name and address of the relevant Designated Intermediary where the Bid was submitted. Further,
the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediary
in addition to the documents or information mentioned hereinabove. For Offer-related grievances, investors may
contact the BRLM, details of which are given in “General Information – Book Running Lead Manager” on page
85.
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 their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking.
The SEBI ICDR Master Circular streamlines the process to handle investor issues arising out of the UPI
Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic
issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial allotment/ non
allotment within prescribed timelines and procedures.
504In terms of SEBI ICDR Master Circular issued by the SEBI, any ASBA Bidder whose Bid has not been considered
for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the
concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve
these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15%
per annum for any delay beyond this period of 15 days. Further, in terms of SEBI ICDR Master Circular, the
payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to
the BRLM, and such application shall be made only after (i) unblocking of application amounts for each
application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor
complaints has been paid by the SCSB.
Separately, in accordance with the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism for public issue, for which
the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of From the date on which the request
cancelled/withdrawn/deleted the Bid Amount, whichever is for
applications 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 From the date on which multiple
the same Bid made through the funds other than the original amounts were blocked till the date
UPI Mechanism Bid Amount; and of 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 From the date on which the funds
Bid Amount amount, i.e., the blocked to the excess of the Bid Amount
amount less the Bid Amount; were blocked till the date of actual
and unblock
2. ₹100 per day or 15% per annum
of the difference amount,
whichever is higher
Delayed unblock for non–Allotted/ ₹100 per day or 15% per annum of From the Working Day subsequent
partially Allotted applications the Bid Amount, whichever is to the finalisation of the Basis of
higher Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the BRLM shall be liable to compensate the investor by ₹100
per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the
period ranging from the day on which the investor grievance is received till the date of actual unblock.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges,
with a copy to the Registrar to the Offer.
Disposal of investor grievances by our Company
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSBs
in case of ASBA bidders for the redressal of routine investor grievances shall be 10 Working Days from the date
of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company will seek to redress these complaints as expeditiously as possible.
Our Company shall obtain authentication on the SCORES platform and shall comply with the SEBI circulars in
relation to redressal of investor grievances through SCORES.
505Our Company has appointed Aayushi Haresh Tekani, as the Company Secretary and Compliance Officer. For
further details, see “General Information – Company Secretary and Compliance Officer” on page 84. Each of
the Selling Shareholders, severally and not jointly, have authorised the Company Secretary and Compliance
Officer and the Registrar to the Offer to redress any complaints received from Bidders solely to the extent of the
statements specifically made, confirmed or undertaken by the Selling Shareholders in the Offer Documents in
respect of themselves and their respective Offered Shares.
Our Company has also constituted Stakeholders’ Relationship Committee to resolve the grievances of the security
holders of our Company. For further details, see “Our Management – Stakeholders’ Relationship Committee”
on page 354.
Our Company has not received any investor grievances during the three years preceding the date of this Draft Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this
Draft Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by the Securities and
Exchange Board of India
Our Company has not sought any exemption from complying with any provisions of securities laws as on the date
of this Draft Red Herring Prospectus.
Other confirmations
Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any person for making an application in the initial public offer,
except for fees or commission for services rendered in relation to the Offer.
506SECTION VII – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to this Offer are and shall be subject to the provisions of
the Companies Act, 2013, the SEBI ICDR Regulations, SCRA, SCRR, our Memorandum of Association, our
Articles of Association, SEBI Listing Regulations, the terms of this Draft Red Herring Prospectus, the Red Herring
Prospectus and the Prospectus, the Bid cum Application Form, the Revision Form, the Abridged Prospectus and
other terms and conditions as may be incorporated in the Confirmation Allotment Note, Allotment Advice and
other documents and certificates that may be executed in respect of the Offer. The Equity Shares shall also be
subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, transfer
of securities and listing and trading of securities, offered from time to time, by SEBI, Government of India
(“GoI”), the Stock Exchanges, RoC, RBI, and/or other authorities, as in force on the date of the Offer and to the
extent applicable or such other conditions as maybe prescribed by SEBI, GoI, the Stock Exchange, the RoC, the
RBI, and/or other authorities while granting its approval for the Offer.
The Offer
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. For details
in relation to the sharing of Offer expenses, see “Objects of the Offer – Offer related expenses” on page 118.
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, 2013, the SEBI ICDR Regulations, the SCRA, SCRR, our Memorandum of Association and
our Articles of Association and will rank pari passu in all respects with the existing Equity Shares of our Company,
including in respect of rights to receive dividends and other corporate benefits, if any, declared by our Company
after the date of Allotment as per the applicable law. For further details, see “Main Provisions of the Articles of
Association” beginning on page 541.
Mode of payment of dividend
Our Company will pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act,
2013, the SEBI Listing Regulations, our Memorandum of Association and our Articles of Association, and any
guidelines or directives that may be issued by the GoI in this respect or any other applicable law. Any dividends
declared, after the date of Allotment in the Offer, will be payable to the Allottees who have been Allotted Equity
Shares in the Offer, for the entire year, in accordance with applicable laws. For further details, see “Dividend
Policy” and “Main Provisions of the Articles of Association” beginning on pages 371 and 541, respectively.
Face Value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹10 each and the Offer Price is ₹[●] per Equity Share. The Floor Price is
₹[●] per Equity Share and the Cap of the Price Band is ₹[●] per Equity Share. The Anchor Investor Offer Price is
₹[●] per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot will be decided by our Company, in accordance with
applicable laws and, in consultation with the BRLM, and shall be published by our Company in all editions of [●]
(a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily
newspaper) and all editions of [●] (a widely circulated Gujarati daily newspaper, Gujarati being the regional
language of Gujarat, where our Registered and Corporate Office is located), at least two Working Days prior to
the Bid/Offer Opening Date, and shall be made available to the Stock Exchanges for the purpose of uploading the
same on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and
at the Cap Price shall be pre-filled in the Bid-cum-Application Forms available at the respective websites of the
Stock Exchanges. The 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 Equity Shares offered by way of the
Book Building Process.
At any given point in time there will be only one denomination for the Equity Shares.
507Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, the Equity
Shareholders will have the following rights:
1. right to receive dividends, if declared;
2. right to attend general meetings and exercise voting powers, unless prohibited by law;
3. right to vote on a poll either in person or by proxy and e-voting in accordance with the provisions of the
Companies Act, 2013;
4. right to receive offers for rights shares and be allotted bonus shares, if announced;
5. right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;
6. right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and
other applicable law; and
7. such other rights as may be available to a shareholder of a listed public company under the Companies Act,
2013, the terms of the SEBI Listing Regulations and our Memorandum of Association and Articles of
Association.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of
Association” beginning on page 541.
Allotment of Equity Shares only in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can
be applied for in dematerialised form only. As per the SEBI ICDR Regulations, the trading of the Equity Shares
shall only be in dematerialised form.
In this context, two agreements have been entered into between our Company, the respective Depositories and the
Registrar to the Offer:
• Tripartite agreement dated June 24, 2025 among NSDL, our Company and the Registrar to the Offer.
• Tripartite agreement dated April 19, 2025 among CDSL, our Company and Registrar to the Offer.
Market Lot and Trading Lot
Since trading of the Equity Shares will be in dematerialised form, the tradable lot is one Equity Share. Allotment
in the Offer will be only in electronic form in multiples of [●] Equity Shares of face value of ₹10 each, subject to
a minimum Allotment of [●] Equity Shares of face value of ₹10 each for QIBs and RIIs. For NIIs, allotment shall
not be less than the Minimum Non-Institutional Application Size. For the method of Basis of Allotment, see
“Offer Procedure” beginning on page 520.
Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Gujarat at
Ahmedabad, India.
Joint Holders
Subject to the provisions of our Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
508Period of subscription list of the Offer
For details, see “- Bid/ Offer Period” on page 509.
Nomination Facility
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, the sole Bidder, or the first bidder along with other joint Bidders, may nominate any
one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders,
as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the
nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to 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 person nominating. A nomination may be cancelled or varied by
nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the
nomination by giving a notice of such cancellation. A buyer will be entitled to make a fresh nomination in the
manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our
Registered and Corporate Office or to the Registrar and Share Transfer Agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, will, on the
production of such evidence as may be required by our Board, elect either:
• to register himself or herself as holder of Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividend, interests, bonuses or other monies payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participants.
Bid/Offer Period
BID/OFFER OPENS ON* [●]
BID/OFFER CLOSES ON**# [●]
* Our Company, in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor
Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date in accordance with the
SEBI ICDR Regulations.
** Our Company, in consultation with the BRLM, may consider closing the Bid/Offer Period for Qualified
Institutional Buyers (“QIB”) one Working Day prior to the Bid/Offer Closing Date in accordance with the
SEBI ICDR Regulations.
# UPI mandate end time and date shall be at 5:00 pm 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 [●]
Finalisation of Basis of Allotment with the Designated Stock On or about [●]
Exchange
Initiation of refunds for Anchor Investors/ unblocking of funds On or about [●]
from ASBA Account*
Credit of Equity Shares to demat accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock On or about [●]
Exchanges
509* In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for
cancelled/withdrawn/deleted ASBA Forms, the Bidder shall be compensated by the intermediary responsible
for causing such delay in unblocking at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount,
whichever is higher, in accordance with applicable law. For (i) any blocking of multiple amounts for the same
ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform
rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application
amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual
unblock,; (ii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform
rate of ₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on
which such excess amounts were blocked till the date of actual unblock; (iii) any delay in unblocking of non-
allotted/ partially allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date, the Bidder
shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is
higher, for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the
SCSB for such delay in unblocking, in accordance with applicable law. The Bidders shall be compensated by
the manner specified in the SEBI ICDR Master Circular, in case of delays in resolving investor grievances in
relation to blocking/ unblocking of funds, which for the avoidance of doubt, shall be deemed to be incorporated
in the deemed agreement of our Company with the Self Certified Syndicate Bank(s)(“SCSB”), to the extent
applicable.
The above timetable is indicative and does not constitute any obligation on our Company or any of the
Selling Shareholders or the BRLM. Whilst our Company shall ensure that all steps for the completion of
the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock
Exchanges are taken within three Working Days of Bid/ Offer Closing Date or such time as may be
prescribed by SEBI, with reasonable support and co-operation of each of the Selling Shareholders, as may
be required in respect of its respective portion of the Offered Shares, the timetable may be extended due to
various factors, such as extension of the Bid/Offer Period by our Company, in consultation with the BRLM,
revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock
Exchanges or delay in receipt of final certificates from SCSBs, etc. The commencement of trading of the
Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws. Each of the Selling Shareholders, severally and not jointly, confirms that it shall extend
commercially reasonable co-operation to our Company, as may be required solely in relation to its
respective Offered Shares, in accordance with applicable law, to facilitate the process of listing and
commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days from
the Bid/Offer Closing Date or such time as prescribed by SEBI.
In terms of the UPI Circulars, in relation to the Offer, the BRLM will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working days of Bid/ Offer Closing Date or such time prescribed by SEBI, identifying non-adherence to
timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it.
Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes
to the listing timelines. Further, the offer procedure is subject to change basis 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 Electronic Applications (Online ASBA through Only between 10.00 a.m. and up to 5.00 p.m.
3-in-1 accounts) – For RIIs, other than QIBs, Non-Institutional IST
Investors and Eligible Employees Bidding in the Employee
Reservation Portion
Submission of Electronic Applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m.
Online channels like Internet Banking, Mobile Banking and IST
Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 3.00 p.m.
Non-Individual Applications) IST
510Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m.
IST
Submission of Physical Applications (Syndicate Non-Retail, Only between 10.00 a.m. and up to 12.00 p.m.
Non-Individual Applications of QIBs and NIIs where Bid IST
Amount is more than ₹0.50 million)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. on the Bid/ Offer
Investors categories# Opening Date and up to 4.00 p.m. IST on Bid/
Offer Closing Date
Upward or downward Revision of Bids or cancellation of Bids Only between 10.00 a.m. on the Bid/ Offer
by RIIs and Eligible Employees Bidding in the Employee Opening Date and up to 5.00 p.m. IST on Bid/
Reservation Portion Offer Closing Date
* UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
# QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/ withdraw their
Bids.
On the Bid/Offer Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors; and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail
Individual Investors and Eligible Employees Bidding in the Employee Reservation Portion.
On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation Portion]
after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum
Application Forms as stated herein and as reported by the BRLM to the Stock Exchanges.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a
daily basis within 60 minutes of the bid closure time from the Bid/Offer Opening Date till the Bid/Offer Closing
Date by obtaining such information from the Stock Exchanges. The SCSBs shall unblock such applications by the
closing hours of the Working Day and submit the confirmation to the BRLM and the Registrar to the Offer on a
daily basis.
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and
Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by
SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be
rejected.
To avoid duplication, the facility of re-initiation provided to members of the Syndicate Members shall preferably
be allowed only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for
uploading Bids.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 12.00 p.m. (Indian
Standard Time) on the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, some
Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered
for allocation under the Offer. Bids will be accepted on the Stock Exchange platform only during Working Days,
during the Bid/ Offer Period and shall not be accepted on Saturdays and holidays as declared by the Stock
Exchanges. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange platform
during the Bid/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 shall be uploaded by the relevant Designated Intermediary in the
electronic system to be provided by the Stock Exchanges.
Our Company, in consultation with the BRLM, reserve the right to revise the Price Band during the Bid/Offer
Period in accordance with the SEBI ICDR Regulations provided that the Cap Price will be less than or equal to
120% of the Floor Price provided that the Cap Price shall be at least 105% of the Floor Price and the Floor Price
511will not be less than the face value of the Equity Shares. Subject to compliance with the foregoing, the revision in
the Price Band shall not exceed 20% on either side, i.e., the Floor Price may move up or down to the extent of
20% of the Floor Price and the Cap Price will be revised accordingly, but the Floor Price shall not be less than the
face value of the Equity Shares. In all circumstances, the Cap Price shall be at least 105% of the Floor Price and
less than or equal to 120% of the Floor Price.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, for
reasons to be recorded in writing, may extend the Bid/Offer Period for a minimum of one Working Day, subject
to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer
Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public
notice, and also by indicating the change on the respective websites of the BRLM and at the terminals of the
Syndicate Members and by intimation to the Designated Intermediaries and the Sponsor Banks, as applicable. In
case of revision of Price Band, the Bid Lot shall remain the same.
In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.
Minimum Subscription
If our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the
SCRR or the minimum subscription of 90% of the Fresh Issue on the Bid/ Offer Closing Date; or subscription
level falls below aforesaid minimum subscription after the Bid/ Offer Closing Date due to withdrawal of Bids or
technical rejections or any other reason; or in case of devolvement of Underwriting, aforesaid minimum
subscription is not received within 60 days from the date of Bid/ Offer Closing Date or if the listing or trading
permission is not obtained from the Stock Exchanges for the Equity Shares in the Offer, our Company shall
forthwith refund the entire subscription amount received in accordance with applicable law including the SEBI
ICDR Master Circular. If there is a delay beyond two Working Days after our Company becomes liable to pay the
amount, our Company, and every Director of our Company, who are officers in default, shall pay interest at the
rate of 15% per annum. It is clarified that each of the Selling Shareholders shall, severally and not jointly, be liable
to refund money raised in the Offer together with any interest for delays in making refunds as per applicable law,
only to the extent of its respective portion of Offered Shares. Notwithstanding the foregoing, no liability to make
any payment of interest shall accrue on any Selling Shareholder and such interest shall be borne by our Company
unless any delay of the payments to be made hereunder, or any delay in obtaining listing and/or trading approvals
or any approvals in relation to the Offer is solely and directly attributable to an act or omission of such Selling
Shareholder.
The requirement for minimum subscription is not applicable to the Offer for Sale. In the event of undersubscription
in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule
19(2)(b) of the SCRR, the Allotment for the valid Bids will be made in the following order: (i) such number of
Equity Shares will first be Allotted by the Company such that 90% of the Fresh Issue portion is subscribed; (ii)
upon achieving (i) above, all the Equity Shares held by the Selling Shareholders and offered for sale in the Offer
for Sale will be Allotted (in proportion to the Offered Shares being offered by each Selling Shareholder); and (iii)
once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by
the Company towards the balance 10% of the Fresh Issue portion.
Undersubscription, if any, in any category except the QIB Category, would be met with spill-over from the other
categories at the discretion of our Company, in consultation with the BRLM, and the Designated Stock Exchange.
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 monies shall be unblocked in the respective ASBA Accounts of the Bidders. In case of any delay in
unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) within
such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the application
money in accordance with applicable laws.
Arrangements for disposal of odd Lots
512Since the Equity Shares will be treated in dematerialised form only, and the market lot for the Equity Shares will
be one Equity Share, there are no arrangements for disposal of odd lots.
New financial instruments
Our Company is not issuing any new financial instruments through the Offer.
Restrictions, if any on transfer and transmission of Equity Shares
Except for lock-in of pre-Offer equity shareholding of our Company, minimum Promoters’ contribution and
Anchor Investor lock-in in the Offer, as detailed in “Capital Structure – History of the share capital held by our
Promoters - Build-up of Promoters’ shareholding in our Company” on page 104 and except as provided in our
Articles as detailed in “Main Provisions of the Articles of Association” beginning on page 541, there are no
restrictions on transfers and transmission of shares/debentures and on their consolidation/splitting.
Option to receive Equity Shares in dematerialized form
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the
Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.
Withdrawal of the Offer
The Offer shall be withdrawn in the event that 90% of the Fresh Issue portion of the Offer is not subscribed.
Our Company and the Selling Shareholders, in consultation with the BRLM, reserves the right not to proceed with
the Offer, in whole or in part thereof, 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 Bid/Offer Closing Date 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 BRLM, 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 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, in consultation with the BRLM withdraws the Offer after the Bid/Offer 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
and within three Working Days of the Bid/ Offer Closing Date or such other time period as prescribed under
applicable law. If Allotment is not made within the prescribed time period under applicable law, the entire
subscription amount received will be refunded/unblocked within the time prescribed under applicable law.
513OFFER STRUCTURE
The Offer is of up to [●] Equity Shares of face value of ₹10 each, for cash at a price of ₹[●] per Equity Share
aggregating up to ₹[●] million comprising a Fresh Issue of up to [●] Equity Shares of face value of ₹10 each,
aggregating up to ₹2,500 million by our Company and an Offer for Sale of up to 4,600,008 Equity Shares of face
value of ₹10 each, aggregating up to ₹[●] million by the Selling Shareholders.
The Offer comprises of a Net Offer of up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹[●]
million and Employee Reservation Portion of up to [●] Equity Shares of face value of ₹10 each aggregating up to
₹[●] million. The Employee Reservation Portion shall not exceed [●]% of our post-Offer paid-up Equity Share
capital. The Offer and the Net Offer shall constitute [●]% and [●]%, respectively, of the post-Offer paid-up Equity
Share capital of our Company.
In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 31 of the SEBI ICDR Regulations.
Particulars Eligible Qualified Non-Institutional Retail Individual
Employees# Institutional Investors Investors
Buyers (“QIB”)(1)
Number of Equity Up to [●] Equity Not more than [●] Not less than [●] Not less than [●]
Shares available for Shares of face value Equity Shares of face Equity Shares of face Equity Shares of face
Allotment or of ₹10 each value of ₹10 each value of ₹10 each value of ₹10 each
allocation*(2) aggregating up to aggregating up to available for
₹[●] million ₹[●] million allocation or Offer
available for less allocation to
allocation or Offer QIB Bidders and
less allocation to Non-Institutional
QIB Bidders and Investors
RIIs
Percentage of Offer The Employee Not more than 50% Not less than 15% of Not less than 35% of
Size available for Reservation Portion of the Net Offer shall the Net Offer or the the Net Offer or the
Allotment or shall constitute up to be available for Offer less allocation Offer less allocation
allocation [●]% of the post- allocation to QIB to QIB Bidders and to QIB Bidders and
Offer paid-up Equity Bidders. However, Retail Individual Non-Institutional
Share capital of our 5% of the Net QIB Investors shall be Investors will be
Company. Category will be available for available for
available for allocation. One-third allocation
Allocation of the Non-
proportionately to Institutional
Mutual Funds only. Category will be
Mutual Funds available for
participating in the allocation to Bidders
Mutual Fund Portion with a Bid size of
will also be eligible more than ₹200,000
for allocation in the and up to ₹1,000,000
remaining Net QIB and two-thirds of the
Category. The Non-Institutional
unsubscribed portion Category will be
in the Mutual Fund available for
Portion will be added allocation to Bidders
to the Net QIB with a Bid size of
Category more than
₹1,000,000.
Basis of Allotment Proportionate; unless Proportionate as The Equity Shares The allotment to
if respective the Employee follows (excluding available for each RII shall not be
category is Reservation Portion the Anchor Investor allocation to Non- less than the
oversubscribed* is Portion): Institutional minimum Bid Lot,
undersubscribed, the Investors under the subject to
value of allocation to a) [●] Equity Non-Institutional availability of Equity
an Shares of face Category shall be Shares in the Retail
514Particulars Eligible Qualified Non-Institutional Retail Individual
Employees# Institutional Investors Investors
Buyers (“QIB”)(1)
Eligible Employee value of ₹10 subject to the Category and the
shall not exceed each shall be following: remaining available
₹200,000. In the available for (a) One-third of the Equity Shares if any,
event of allocation on a Non- shall be Allotted on a
undersubscription in proportionate Institutional proportionate basis.
the Employee basis to Mutual Category will be For further details,
Reservation Portion, Funds only; and available for see “Offer
the unsubscribed allocation to Procedure”
portion may be b) [●] Equity Bidders with a beginning on page
allocated, on a Shares of face Bid size of more 520
proportionate basis, value of ₹10 than ₹200,000
to Eligible each shall be and up to
Employees for available for ₹1,000,000; and
a value exceeding allocation on a (b) Two-thirds of
₹200,000, subject to proportionate the Non-
total Allotment to an basis to all Institutional
Eligible Employee QIBs, including Category will be
not exceeding Mutual Funds available for
₹500,000. receiving allocation to
allocation as per Bidders with a
(a) above Bid size of more
than ₹1,000,000
Up to 60% of the The
QIB Category (of up unsubscribed
to [●] Equity Shares portion in either
of face value of ₹10 of the
each) may be aforementioned
allocated on a subcategories
discretionary basis to may be allocated
Anchor Investors of to applicants in
which one-third shall the other sub-
be available for category of
allocation to Mutual Non-
Funds only, subject Institutional
to valid Bid received Investors.
from Mutual Funds
at or above the The Allotment of
Anchor Investor Equity Shares to
Allocation Price each Non-
Institutional Investor
shall not be less than
the minimum
application size,
subject to
availability in the
Non-Institutional
Category, and the
remainder, if any,
shall be allotted in
accordance with the
conditions specified
in Schedule XIII to
the SEBI ICDR
Regulations
515Particulars Eligible Qualified Non-Institutional Retail Individual
Employees# Institutional Investors Investors
Buyers (“QIB”)(1)
Mode of Bid^ ASBA Process only ASBA process only ASBA Process only ASBA Process only
(including the UPI (excluding UPI (including the UPI (including the UPI
Mechanism) Mechanism) (except Mechanism), to the Mechanism)
in case of Anchor extent of Bids up to
Investors) ₹500,000
Minimum Bid [●] Equity Shares of Such number of Such number of [●] Equity Shares of
face value of ₹10 Equity Shares in Equity Shares in face value of ₹10
each and in multiples multiples of [●] multiples of [●] each and in multiples
of [●] Equity Shares Equity Shares of face Equity Shares of face of [●] Equity Shares
thereafter. value of ₹10 such value of ₹10 each of face value of ₹10
that the Bid Amount such that the Bid each thereafter
exceeds ₹200,000. Amount exceeds
₹200,000
Maximum Bid Such number of Such number of Such number of Such number of
Equity Equity Shares in Equity Shares in Equity Shares in
Shares in multiples multiples of [●] multiples of [●] multiples of [●]
of [●] Equity Shares Equity Shares of face Equity Shares of face Equity Shares of face
of face value of ₹10 value of ₹10 each not value of ₹10 each not value of ₹10 each so
each, so that the exceeding the size of exceeding the size of that the Bid Amount
maximum Bid the Net Offer the Net Offer does not exceed
Amount by each (excluding the (excluding the QIB ₹200,000.
Eligible Employee in Anchor Portion), Category), subject to
Eligible Employee subject to applicable limits applicable to
Portion does not limits to each Bidder. Bidder.
exceed ₹500,000.
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Shares of face
value of ₹10 each thereafter
Allotment Lot [●] Equity Shares of [●] Equity Shares of For NIIs allotment [●] Equity Shares of
face value of ₹10 face value of ₹10 shall not be less than face value of ₹10
each and in multiples each and in multiples the minimum non- each and in multiples
of one Equity Share of one Equity Share institutional of one Equity Share
thereafter thereafter application size. thereafter
Trading Lot One Equity Share
Who can apply(3)(4)(5) Eligible Employees Public financial Resident Indian Resident Indian
institutions as individuals, Eligible individuals, Eligible
specified in Section Non-Resident NRIs and HUFs (in
2(72) of the Individuals the name of the
Companies Act, (“NRIs”), Hindu karta)
2013 (“Companies Undivided Families
Act”), scheduled (“HUFs”) (in the
commercial banks, name of the karta),
Mutual Funds, companies,
Foreign Portfolio corporate bodies,
Investors (“FPIs”) scientific
(other than institutions,
individuals, societies, trusts,
corporate bodies and family offices and
family offices), FPIs who are
Venture Capital individuals,
Funds (“VCFs”), corporate bodies and
Alternate Investment family offices which
Funds (“AIFs”), are re-categorised as
Foreign Venture category II FPIs (as
Capital Investors defined in the SEBI
(“FVCIs”) FPI Regulations) and
516Particulars Eligible Qualified Non-Institutional Retail Individual
Employees# Institutional Investors Investors
Buyers (“QIB”)(1)
registered with registered with
Securities and SEBI.
Exchange Board of
India (“SEBI”),
multilateral and
bilateral
development
financial institutions,
state industrial
development
corporation,
insurance companies
registered with
Insurance
Regulatory and
Development
Authority of India
(“IRDAI”),
provident funds
(subject to applicable
law) with minimum
corpus of ₹250
million, pension
funds with minimum
corpus of ₹250
million, registered
with the Pension
Fund Regulatory and
Development
Authority
established under
subsection (1) of
section 3 of the
Pension Fund
Regulatory and
Development
Authority Act, 2013,
National Investment
Fund set up by the
Government of India
(“GoI”) through
resolution F.
No.2/3/2005-DD-II
dated November 23,
2005, the insurance
funds set up and
managed by army,
navy or air force of
the Union of India,
insurance funds set
up and managed by
the Department of
Posts, India and
NBFCs - SI in
accordance with
applicable laws.
517Particulars Eligible Qualified Non-Institutional Retail Individual
Employees# Institutional Investors Investors
Buyers (“QIB”)(1)
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors
at the time of submission of their Bids(4)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank
account of the ASBA Bidder, or by the Sponsor Bank(s) through the UPI Mechanism
(other than Anchor Investors), that is specified in the ASBA Form at the time of
submission of the ASBA Form
Assuming full subscription in the Offer.
# Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹500,000.
However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for
allocation, in the first instance, for a Bid Amount of up to ₹200,000. In the event of under-subscription in the
Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹200,000, subject to the maximum value
of Allotment made to such Eligible Employee not exceeding ₹500,000. Further, an Eligible Employee Bidding
in the Employee Reservation Portion can also Bid in the Net Offer and such Bids will not be treated as multiple
Bids subject to applicable limits. The undersubscribed portion, if any, in the Employee Reservation Portion
shall be added back to the Net Offer. In case of undersubscription in the Net Offer, spill-over to the extent of
such under-subscription shall be permitted from the Employee Reservation Portion.
^ The SEBI ICDR Master Circular has mandated that ASBA applications in public issues shall be processed
only after the application monies are blocked in the bank accounts of the Bidders.
(1) Our Company in consultation with the BRLM, may allocate up to 60% of the QIB Category to Anchor Investors
at the Anchor Investor Offer Price, on a discretionary basis in accordance with the SEBI ICDR Regulations,
subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion
is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under
the Anchor Investor Portion is more than ₹100 million but up to ₹2,500 million under the Anchor Investor
Portion, subject to a minimum Allotment of ₹500 million per Anchor Investor, and (iii) in case of allocation
above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of
15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every
additional ₹2,500 million or part thereof will be permitted, subject to minimum allotment of ₹50 million per
Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid
Amount is at least ₹100 million. One-third of the Anchor Investor Portion will be reserved for domestic Mutual
Funds, subject to valid Bids being received at or above the price at which allocation is made to Anchor
Investors, which price shall be determined by our Company, in consultation with the BRLM. In the event of
under-subscription in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion
shall be added to the Net QIB Category. For further details, see “Offer Procedure” beginning on page 520.
(2) Subject to valid Bids being received at or above the Offer Price. This Offer is being made in accordance with
Rule 19(2)(b) of the SCRR and Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of
the Net Offer shall be available for allocation on a proportionate basis to QIBs. Such number of Equity Shares
representing 5% of the Net QIB Category shall be available for allocation on a proportionate basis to Mutual
Funds only. The remainder of the Net QIB Category shall be available for allocation on a proportionate basis
to QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price.
However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Category, the balance
Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB
Category for proportionate allocation to all QIBs. Further, not less than 15% of the Net Offer shall be
available for allocation to Non-Institutional Investors, of which (a) one-third portion shall be reserved for
applicants with a Bid size of more than ₹200,000 and up to ₹1,000,000; and (b) two-thirds portion shall be
reserved for applicants with a Bid size of more than ₹1,000,000, provided that the unsubscribed portion in
either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional
Investors, subject to valid Bids being received at or above the Offer Price and not less than 35% of the Net
Offer shall be available for allocation to RIIs in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received from them at or above the Offer Price.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository
account is also held in the same joint names and the names are in the same sequence in which they appear in
the Bid cum Application Form. The Bid cum Application Form should contain only the name of the first Bidder
whose name should also appear as the first holder of the beneficiary account held in joint names. The signature
of only such first Bidder would be required in the Bid cum Application Form and such first Bidder would be
deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute
discretion, all or any multiple Bids in any or all categories.
518(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor
Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor
Investor Offer Price shall be payable by the Anchor Investor Pay-in Date as indicated in the Confirmation
Allotment Note CAN.
(5) Bidders will be required to confirm and will be deemed to have represented to our Company, the 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.
Bids by FPIs with certain structures as described under “Offer Procedure - Bids by Foreign Portfolio Investors”
on page 526 and having same PAN may be collated and identified as a single Bid in the Bidding process. The
Equity Shares Allocated and Allotted to such successful Bidders (with same PAN) may be proportionately
distributed.
Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make
payment based on Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee
Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.
Subject to valid Bids being received at or above the Offer Price, under subscription, if any, in any category except
the QIB Category, would be met with spill-over from the other categories or a combination of categories at the
discretion of our Company, in consultation with the BRLM, and the Designated Stock Exchange, on proportionate
basis as per the SEBI ICDR Regulations.
519OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the
UPI Circulars (the “General Information Document”), which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, 2013, the SCRA,
the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum
Application Form. The General Information Document is available on the websites of the Stock Exchanges and
the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to
the Offer especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors
should note that the details and process provided in the General Information Document should be read along with
this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) Payment Instructions for ASBA Bidders/Applicants; (v)issuance of CAN and allotment in the
Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii)
submission of Bid cum Application Form; (viii) other instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (ix) applicable
provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (x) mode of making
refunds; (xi) Designated Date; (xii) interest in case of delay in allotment or refund; and (xiii) disposal of
applications.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the
intermediaries involved in the public issuance process and lead manager shall continue to coordinate with
intermediaries involved in the said process.
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with Applicable Laws and did not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and the
Prospectus. Further, our Company, the 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.
Pursuant to NSDL circular number NSDL/CIR/II/28/2023 dated August 8, 2023 and CDSL circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023, our Company may request the Depositories to suspend/
freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the aforementioned circulars,
our Company may request the Depositories to suspend/ freeze the ISIN in depository system from or around the
date of the Red Herring Prospectus till the listing and commencement of trading of our Equity Shares. The
shareholders who intend to transfer the pre-Offer shares may request our Company and/ or the Registrar for
facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to our Company
and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite documents along with
applicable stamp duty and corporate action charges to the respective depository to execute the transfer of shares
under suspended ISIN through corporate action. The transfer request shall be accepted by the Depositories from
our Company till one day prior to Bid/ Offer Opening Date.
Book Building Procedure
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with
Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis
to QIBs, provided that our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Category
to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in
consultation with the BRLM, of which one-third shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance
with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor
Portion, the balance Equity Shares shall be added to the QIB Category (other than the Anchor Investor Portion).
Further, 5% of the Net QIB Category shall be available for allocation on a proportionate basis to Mutual Funds
only, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Category
shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including
520Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand
from Mutual Funds is less than 5% of the Net QIB Category, the balance Equity Shares available for allocation in
the Mutual Fund Portion will be added to the remaining QIB Category for proportionate allocation to QIBs.
Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors, in
accordance with the SEBI ICDR Regulations, of which one-third of the Non-Institutional Category shall be
available for allocation to Bidders with a Bid size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of
the Non-Institutional Category shall be available for allocation to Bidders with a Bid size of more than ₹1,000,000
and under- subscription in either of these two sub-categories of the Non-Institutional Category may be allocated
to Bidders in the other sub-category of the Non-Institutional Category in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the
Net Offer shall be available for allocation to Retail Individual Portion, in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, up to [●] Equity
Shares of face value of ₹10 each, aggregating up to ₹[●] million shall be made available for allocation on a
proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion, subject to valid
Bids being received at or above the Offer Price, if any.
Undersubscription, if any, in any category, except in the Net QIB Category, would be allowed to be met with
spill-over from any other category or categories, as applicable, at the discretion of our Company and in
consultation with the BRLM and the Designated Stock Exchange, subject to receipt of valid Bids received at or
above the Offer Price. Under-subscription, if any, in the Net QIB Category, will not be allowed to be met with
spill-over from any other category or a combination of categories. In the event of an under-subscription in the
Employee Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of
₹200,000, subject to the total Allotment to an Eligible Employee not exceeding ₹500,000.
Investors must ensure that their Permanent Account Number (“PAN”) is linked with Aadhaar and are in
compliance with the notification issued by Central Board of Direct Taxes on February 13, 2020, and press release
dated June 25, 2021 and September 17, 2021, CBDT circular number 7 of 2022, dated March 30, 2022, read with
press release dated March 28, 2023, read with subsequent circulars issued in relation thereto.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including
depository participant’s identity number (“DP ID”), client identification number (“Client ID”), PAN and unified
payments interface identity number (“UPI ID”), as applicable, shall be treated as incomplete and will be rejected.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the
Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.
All SCSBs offering the facility of making application in public issues shall also provide facility to make
application using UPI. Our Company has appointed the Sponsor Banks to act as a conduit between the Stock
Exchanges and National Payments Corporation of India (“NPCI”) in order to facilitate collection of requests
and/or payment instructions of the UPI Bidders using the UPI.
NPCI through its circular number NPCI/UPI/OC No. 127/ 2021-22 dated December 9, 2021, inter alia, has
enhanced the per transaction limit from ₹200,000 to ₹500,000 for applications using UPI in initial public offerings.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send short message service (“SMS”) alerts for the blocking and unblocking of UPI mandates, the requirement
for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the
bank accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the date on which
the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs
being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’
complaints, the relevant SCSB as well as the post-Offer BRLM will be required to compensate the concerned
investor.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLM.
521Further, in accordance with the SEBI ICDR Master Circular, all UPI Bidders shall provide their UPI ID in the Bid
cum Application Form submitted with any of the entities mentioned herein below:
(i) a syndicate member;
(ii) a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity);
(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for
this activity); or
(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
Electronic registration of Bids
(i) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the online facilities for Book
Building on a regular basis before the closure of the Offer.
(ii) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
(iii) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given till 5:00 pm on the Bid/Offer Closing Date to modify select
fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing.
(iv) QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their
bids.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate Office. An
electronic copy of the Bid cum Application Form will also be available for download on the websites of the BSE
Limited (“BSE”) (www.bseindia.com) and the National Stock Exchange of India Limited (“NSE”)
(www.nseindia.com) at least one day prior to the Bid/Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLM.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. UPI Bidders shall Bid in the Offer through the UPI Mechanism. ASBA Bidders must provide either (i)
the bank account details and authorisation to block funds in the ASBA Form, or (ii) the UPI ID, as applicable, in
the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are liable to be
rejected. Applications made by the UPI Bidders using third party bank account or using third party linked bank
account UPI ID are liable for rejection. Anchor Investors are not permitted to participate in the Offer through the
ASBA process. UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile
applications using the UPI handles as provided on the website of SEBI. ASBA Bidders shall ensure that the Bids
are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant
Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified
stamp are liable to be rejected. In accordance with the SEBI ICDR Master Circular, the ASBA applications in
public issues shall be processed only after the application monies are blocked in the bank accounts of the Bidders.
Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a
mandatory confirmation on the application monies blocked. This circular shall be applicable for all categories of
investors viz. RII, QIB, NII and other reserved categories and also for all modes through which the applications
are processed.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient credit balance such that an
amount equivalent to full Bid Amount can be blocked therein, at the time of submitting the Bid. as the application
made by a ASBA Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the
investor’s bank accounts, pursuant to the SEBI ICDR Master Circular.
522The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail [●]
Individual Investors and Eligible NRIs applying on a non-repatriation basis^
Non-Residents including Foreign Portfolio Investors (“FPIs”), Eligible Non-Resident [●]
Investors (“NRIs”) applying on a repatriation basis, foreign Venture Capital Investors
(“FVCIs”) and registered bilateral and multilateral institutions
Anchor Investors^^ [●]
Eligible Employees Bidding in the Employee Reservation Portion# [●]
* Excluding the electronic Bid cum Application Form.
^ Electronic Bid cum Application Form will be made available for download on the website of the BSE
(www.bseindia.com) and NSE (www.nseindia.com).
^^ Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLM.
# Bid cum Application Forms for Eligible Employees will be available only at our branches and offices in India.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant bid details in the
electronic bidding system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications
in their electronic bidding system only with a mandatory confirmation on the application monies blocked. For
RIIs using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Banks on a continuous basis to enable the Sponsor Banks to initiate UPI Mandate Request to UPI Bidders
for blocking of funds.
In case of ASBA Forms, the relevant Designated Intermediaries shall capture and upload the relevant bid details
(including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the
Stock Exchanges.
The Sponsor Banks will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Banks will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLM in the format
and within the timelines as specified under the UPI Circulars. Sponsor Banks and issuer banks shall download
UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three way
reconciliation with UPI switch data, Core Banking System (“CBS”) data and UPI raw data. NPCI is to coordinate
with issuer banks and Sponsor Banks on a continuous basis.
Pursuant to NSE circular number 23/2022 dated July 22, 2022 and BSE circular number 20220722-30 dated July
22, 2022, has mandated that trading members, Syndicate Members, RTA and Depository Participants shall submit
Syndicate ASBA bids above ₹500,000 and NIB and QIB bids above ₹200,000, through SCSBs only.
For all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the
ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 p.m. on the Bid/Offer Closing Date
(“Cut-Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism should accept UPI
Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the
Cut-Off Time shall lapse.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such banks provide a written confirmation on compliance with the UPI Circulars.
For ASBA Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries (other than SCSBs)
shall submit/deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and
shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s).
The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer Bidding process.
523Participation by the Promoters and Promoter Group of our Company, BRLM, the Syndicate Members and
their associates and affiliates and the persons related thereto
The BRLM and the Syndicate Members shall not be allowed to purchase Equity Shares in the Offer in any manner,
except towards fulfilling their respective underwriting obligations. However, the respective associates and
affiliates of the BRLM and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB
Category or in the Non-Institutional Category as may be applicable to such Bidders, and such subscription may
be on their own account or on behalf of their clients. All categories of investors, including associates or affiliates
of the BRLM and Syndicate Members, shall be treated equally for the purpose of allocation.
Except as stated below, neither the BRLM nor any persons related to the BRLM can apply in the Offer under the
Anchor Investor Portion:
(i) mutual funds sponsored by entities which are associate of the BRLM;
(ii) insurance companies promoted by entities which are associate of the BRLM;
(iii) Alternate Investment Funds (“AIFs”) sponsored by the entities which are associate of the BRLM;
(iv) Foreign Portfolio Investors (“FPIs”) other than individuals, corporate bodies and family offices
sponsored by the entities which are associate of the BRLM; or
(v) pension funds sponsored by entities which are associate of the BRLM;
Except to the extent of the Offered Shares, our Promoters and the members of our Promoter Group will not
participate in the Offer. Further, persons related to our Promoters and Promoter Group shall not apply in the Offer
under the Anchor Investor Portion.
For the purposes of the above, a QIB who has the following rights shall be deemed to be a person related to our
Promoters or Promoter Group:
(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or Promoter
Group;
(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if:
(i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than
15% of the voting rights in the other; or
(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control
over the other; or
(iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLM.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserve the right
to reject any Bid without assigning any reason thereof, subject to applicable laws.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.
524No Mutual Fund scheme shall invest more than 10% of its net asset value (“NAV”) in equity shares or equity
related instruments of any single company provided that the limit of 10% shall not be applicable for investments
in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own
more than 10% of any company’s paid-up share capital carrying voting rights.
Bids by Eligible Non-resident Indians (“NRIs”)
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI
Bidders bidding on a repatriation basis by using the Non-Resident forms should authorise their SCSB to block
their Non-Resident External (“NRE”) accounts (including UPI ID, if activated), or foreign currency non-resident
accounts (“FCNR Accounts”), and eligible NRI Bidders bidding on a non-repatriation basis by using resident
forms should authorise their SCSB to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid
Amount, at the time of the submission of the Bid cum Application Form. NRIs applying in the Offer through the
UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to
submitting a Bid cum Application Form.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents ([●] in colour).
Participation of Eligible NRIs in the Offer shall be subject to the Foreign Exchange Management Act (“FEMA”)
Non-debt Instrument Rules. Only bids accompanied by payment in Indian rupees or fully convertible foreign
exchange will be considered for allotment.
In accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a
repatriation basis, shall not exceed 5% of the total paid-up Equity Share capital on a fully diluted basis or shall
not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by
an Indian company and the total holdings of all NRIs and Overseas Citizen of India (“OCI”) put together shall
not exceed 10% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 10% of the
paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate
ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of the
Indian company.
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
beginning on page 540.
Bids by Hindu Undivided Families (“HUFs”)
Bids by Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that
the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first
bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by
HUFs may be considered at par with Bids from individuals.
Bids by Eligible Employees
The Bid must be for a minimum of [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity
Shares of face value of ₹10 each thereafter so as to ensure that the Bid Amount payable by the Eligible Employee
does not exceed ₹500,000 on a net basis. However, the initial allocation to an Eligible Employee in the Employee
Reservation Portion shall not exceed ₹200,000. Allotment in the Employee Reservation Portion will be as detailed
in the section “Offer Structure” beginning on page 514.
However, Allotments to Eligible Employees in excess of ₹200,000 shall be considered on a proportionate basis,
in the event of under-subscription in the Employee Reservation Portion, subject to the total Allotment to an
Eligible Employee not exceeding ₹500,000. Subsequent under-subscription, if any, in the Employee Reservation
Portion shall be added back to the Net Offer. Eligible Employees Bidding in the Employee Reservation Portion
may Bid at the Cut-off Price.
Bids under the Employee Reservation Portion by Eligible Employees shall be:
• Made only in the prescribed Bid cum Application Form or Revision Form.
525• Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules, regulations
and guidelines) would be eligible to apply in this Offer under the Employee Reservation Portion.
• In case of joint bids, the sole/ first Bidder shall be the Eligible Employee.
• Bids by Eligible Employees may be made at Cut-off Price.
• Only those Bids, which are received at or above the Offer Price would be considered for allocation under this
portion.
• The Bids must be for a minimum of [●] Equity Shares of face value of ₹[●] each and in multiples of [●]
Equity Shares thereafter so as to ensure that the Bid Amount payable by the Eligible Employee subject to a
maximum Bid Amount of ₹500,000 on a net basis.
• Eligible Employees bidding in the Employee Reservation Portion can Bid through the UPI mechanism
• If the aggregate demand in this portion is less than or equal to [●] Equity Shares at or above the Offer Price,
full allocation shall be made to the Eligible Employees to the extent of their demand.
• Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be
treated as multiple Bids.
• Eligible Employees should mention their employee number at the relevant place in the Bid cum Application
Form or Revision Form.
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available
for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000,
subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000.
Bids by Foreign Portfolio Investors (“FPIs”)
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means
the same multiple entities having common ownership directly or indirectly of more than 50% or common control)
must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-Debt Instruments
Rules, the total holding by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share
capital of our Company on a fully diluted basis and the aggregate limit for FPI investments shall be the sectoral
caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up
Equity Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor
group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and
our Company and the investor will be required to comply with applicable reporting requirements. Further, the
total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to
the sector in which our Company operates (i.e., up to 100%). In terms of the FEMA Non-Debt Instruments Rules,
for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Bids
by FPIs which utilise the multi-investment manager structure, submitted with the same PAN but with different
beneficiary account numbers, Client IDs and DP IDs may not be treated as multiple Bids.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the BRLM reserves the right to reject any Bid without assigning any reason, subject to applicable
laws.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. In terms of the FEMA Non-Debt Instruments Rules, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.
526Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time.
In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully
diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants
issued that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI
subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will
be required to comply with applicable reporting requirements.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:
(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations;
and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.
The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents.
Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with SEBI master
circular number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, provided such Bids have been made
with different beneficiary account numbers, Client IDs and DP IDs.
Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the multiple investment
manager (“MIM”) Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs
making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP
IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making
multiple Bids utilize the MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple
Bids shall be rejected.
Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids:
• FPIs which utilise the MIM structure, indicating the name of their respective investment managers in such
confirmation;
• Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and
proprietary derivative investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or
fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the Applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using
527the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize any of the above-mentioned structures and indicate the name of their respective investment managers in
such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be
rejected.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB
Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by
an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid.
Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information
Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum
Application Form “exceeds the 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.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control)
(collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through
the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary
derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital shall be liable to be
rejected.
Bids by Securities and Exchange Board of India (“SEBI”) registered Venture Capital Funds (“VCFs”),
Alternate Investment Funds (“AIFs”) and Foreign Capital Investors (“FVCIs”)
SEBI VCF Regulations as amended, inter alia prescribe the investment restrictions on VCFs, registered with SEBI.
SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the SEBI
VCF Regulations, the venture capital funds which have not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme
managed by the fund is wound up and such fund shall not launch any new scheme after the notification of the
SEBI AIF Regulations. SEBI FVCI Regulations prescribe the investment restrictions on FVCIs.
Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI should not
exceed 25% of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds in various prescribed instruments, including in public offering.
Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A Category
III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a
Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds
by way of subscription to an initial public offering of a venture capital undertaking whose shares are proposed to
be listed. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall
continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is
wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions,
if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Non-Debt Instruments Rules.
There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
528attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserve the
right to reject any Bid without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM,
reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949 (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services
provided by Banks) Directions, 2016, is 10% of the paid-up share capital of the investee company or 10% of the
bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate equity investments in
subsidiaries and other entities engaged in financial and non-financial services, including overseas investments,
cannot exceed 20% of the bank’s paid-up share capital and reserves. However, a banking company may hold up
to 30% of the paid-up share capital of the investee company with the prior approval of the RBI, provided that the
investee company is engaged in non-financial activities in which banking companies are permitted to engage
under the Banking Regulation Act or the additional acquisition is through restructuring of debt, or to protect the
bank’s interest on loans/investments made to a company.
Bids by Self-Certified Syndicate Banks (“SCSBs”)
SCSBs participating in the Offer are required to comply with the terms of the circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012, and January 2, 2013, respectively,
issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using
ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further,
such account shall be used solely for the purpose of making application in public issues and clear demarcated
funds should be available in such account for such applications.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLM reserve the right to reject any Bid without assigning any reason thereof, subject to
applicable law.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, read with the Investments – Master Circular dated October 27, 2022, each as
amended, are broadly set forth below:
(a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or
health insurer;
(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer
or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the investment
assets in all companies belonging to the group, whichever is lower; and
(c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer
or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and
(c) above, as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹2,500,000 million or more and 12% of outstanding equity shares (face
value) for insurers with investment assets of ₹500,000 million or more but less than ₹2,500,000 million.
529Insurance companies participating in the Offer shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.
Bids by Provident Funds/Pension Funds
In case of Bids made by provident funds/pension funds with minimum corpus of ₹250.00 million registered with
the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the
Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a
certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached
to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserve the right to
reject any Bid, without assigning any reason thereof.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, systematically important non-banking finance company
(“NBFC-SI”), insurance funds set up by the army, navy or air force of the India, insurance funds set up by the
Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹250
million (subject to applicable laws) and pension funds with a minimum corpus of ₹250 million, registered with
the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the
Pension Fund Regulatory and Development Authority Act, 2013, a certified copy of the power of attorney or the
relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association
and articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this,
our Company reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any
reason thereof.
Our Company, in consultation with the BRLM, in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company, in consultation with the BRLM, may deem fit.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below:
(a) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of
the BRLM.
(b) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100
million. A Bid cannot be submitted for over 60% of the QIB Category. In case of a Mutual Fund, separate
bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size
of ₹100 million.
(c) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
(d) Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date and will be
completed on the same day.
(e) Our Company may finalise allocation to the Anchor Investors and the basis of such allocation will be on a
discretionary basis by our Company, in consultation with the BRLM, provided that the minimum number of
Allottees in the Anchor Investor Portion will not be less than:
(i) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100
million;
(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50
million per Anchor Investor; and
(iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional
53010 Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million
per Anchor Investor.
(f) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in
the public domain by the BRLM before the Bid/Offer Opening Date, through intimation to the Stock
Exchanges.
(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
(h) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Offer 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 Offer Price, Allotment to successful Anchor Investors will be at the higher price.
(i) 50% of the Equity Shares Allotted to the Anchor Investors in the Anchor Investor Portion shall be locked in
for a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to
Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of
Allotment.
(j) Neither the BRLM nor any associate of the BRLM (except Mutual Funds sponsored by entities which are
associates of the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs
sponsored by the entities which are associate of the BRLM or FPIs, other than individuals, corporate bodies
and family offices sponsored by the entities which are associate of the and BRLM) shall apply in the Offer
under the Anchor Investor Portion. See “– Participation by the Promoters and Promoter Group of our
Company, BRLM, the Syndicate Members and their associates and affiliates and the persons related
thereto” above.
(k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Category will not be considered
multiple Bids.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii) a net worth certificate
from its statutory auditors, and (iv) such other approval as may be required by the NBFC-SI, are required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law. NBFC-SI participating
in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.
For more information, please read the General Information Document.
The above information is given for the benefit of the Bidders. Bidders are advised to make their independent
investigations and ensure that any single Bid from it does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by it under applicable law or regulation or as specified in the Red
Herring Prospectus and the Prospectus.
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he/she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use
their network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company, the Selling Shareholders
and/or the Book Running Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other
531requirements, nor does it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of the Red Herring Prospectus; nor does it warrant that the
Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
General Instructions
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs can revise their Bid(s)
during the Bid/Offer Period and withdraw or lower the size of their Bid(s) until Bid/Offer Closing Date. Anchor
Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of this Draft Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals;
2. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
3. Ensure that you have Bid within the Price Band;
4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
5. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e.,
bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form and if you are a
UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters
including the handle), in the Bid cum Application Form;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the
prescribed time;
7. UPI Bidders Bidding using the UPI Mechanism in the Offer shall ensure that they use only their own ASBA
Account or only their own bank account linked UPI ID to make an application in the Offer and not ASBA
Account or bank account linked UPI ID of any third party;
8. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to the relevant Designated Intermediaries;
9. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 pm
on the Bid/Offer Closing Date;
10. Ensure that the signature of the first bidder in case of joint Bids, is included in the Bid cum Application
Forms. If the first bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is also
signed by the ASBA Account holder;
11. Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in which
the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application
Form should contain the name of only the first bidder whose name should also appear as the first holder of
the beneficiary account held in joint names;
12. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil of the Bid
cum Application Form for all your Bid options from the concerned Designated Intermediary;
13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;
14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of the SEBI circular number MRD/DoP/Cir-20/2008 dated June 30, 2008, may be exempt from
specifying their PAN for transacting in the securities market, (ii) Bids by persons resident in the state of
Sikkim, who, in terms of the circular dated July 20, 2006 issued by SEBI, may be exempted from specifying
their PAN for transacting in the securities market, and (iii) persons/entities exempt from holding a PAN under
532applicable law, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central
or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim
is subject to (a) the Demographic Details received from the respective depositories confirming the exemption
granted to the beneficial owner by a suitable description in the PAN field and the beneficiary account
remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic
Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;
15. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP
IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the name
of their investment managers in such confirmation which shall be submitted along with each of their Bid cum
Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be
rejected;
16. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to
the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal;
17. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;
18. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents including a copy of the power of attorney, if applicable, are submitted;
19. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian
laws;
20. Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the
correct DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI mechanism) and the PAN are
mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID
(for UPI Bidders bidding through UPI mechanism) and the PAN entered into the online initial public offerings
(“IPO”) system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with
the name, DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI mechanism) and PAN available
in the Depository database;
21. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is
submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as
specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated
Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at
www.sebi.gov.in);
22. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form or
have otherwise provided an authorisation to the SCSB or the Sponsor Banks, as applicable, via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form at the time of submission of the Bid. In case of UPI Bidder Bidding through the UPI
Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Banks for blocking of
funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
23. Ensure that the Demographic Details are updated, true and correct in all respects;
24. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for
the purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;
25. The ASBA Bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;
26. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to
release the funds blocked in the ASBA account under the ASBA process. In case of UPI Bidders, once the
Sponsor Banks issues the Mandate Request, the UPI Bidders would be required to proceed to authorise the
blocking of funds by confirming or accepting the UPI Mandate Request to authorise the blocking of funds
equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner;
53327. Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the
attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her
UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder Bidding through UPI
Mechanism shall be deemed to have verified the attachment containing the application details of the UPI
Bidding through UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid
Amount and authorised the Sponsor Banks issue a request to block the Bid Amount specified in the Bid cum
Application Form in his/her ASBA Account;
28. UPI Bidders bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of
single account) and of the first bidder (in case of joint account) in the Bid cum Application Form;
29. UPI Bidders using the UPI Mechanism who have revised their Bids subsequent to making the initial Bid
should also approve the revised UPI Mandate Request generated by the Sponsor Banks to authorise blocking
of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely
manner.
30. Bids by Eligible NRIs HUFs and any individuals, corporate bodies and family offices which are recategorized
as category II FPI and registered with SEBI for a Bid Amount of less than ₹200,000 would be considered
under the Retail Category for the purposes of allocation and Bids for a Bid Amount exceeding ₹200,000
would be considered under the Non-Institutional Category for allocation in the Offer; and
31. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned on the list available on the website of SEBI and updated from time to time and at such other websites
as may be prescribed by SEBI from time to time is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid Lot;
2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
3. Do not Bid for a Bid Amount exceeding ₹200,000 for Bids by Retail Individual Investors and ₹500,000 for
Bids by Eligible Employees Bidding in the Employee Reservation Portion;
4. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediary;
5. Do not Bid/revise the Bid amount to less than the floor price or higher than the cap price;
6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
10. Do not submit the Bid for an amount more than funds available in your ASBA Account;
11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;
12. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
53413. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having
valid depository accounts as per Demographic Details provided by the depository);
14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations or under the terms of this Draft
Red Herring Prospectus;
15. Do not Bid for Equity Shares more than specified by the respective Stock Exchanges for each category;
16. In case of ASBA Bidders (other than UPI Bidders using UPI mechanism), do not submit more than one Bid
cum Application Form per ASBA Account;
17. If you are UPI Bidder and are using UPI mechanism, do not submit more than one Bid cum Application Form
for each UPI ID;
18. Do not make the Bid cum Application Form using third party bank account or using third party linked bank
account UPI ID;
19. Anchor Investors should not bid through the ASBA process;
20. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;
21. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;
22. Do not submit the GIR number instead of the PAN;
23. Anchor Investors should submit Anchor Investor Application Form only to the BRLM;
24. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
25. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date (for online
applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications);
26. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can revise
or withdraw their Bids on or before the Bid/Offer Closing Date;
27. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If
you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
28. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a UPI Bidder
Bidding through the UPI Mechanism. Further, do not provide details for a beneficiary account which is
suspended or for which details cannot be verified to the Registrar to the Offer;
29. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account;
30. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI
in case of Bids submitted by UPI Bidders using the UPI Mechanism;
31. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of
an SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected;
32. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding
using the UPI Mechanism;
33. Do not Bid if you are an OCB; and
34. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any
bids above ₹500,000.
535The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
For helpline details of the BRLM in accordance with the SEBI ICDR Master Circular, see “General Information
– Book Running Lead Manager” on page 85.
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 the Company Secretary and Compliance Officer. For details of
the Company Secretary and Compliance Officer, see “General Information – Company Secretary and
Compliance Officer” on page 84.
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, Investors shall be entitled to compensation in the manner specified in
the SEBI ICDR Master Circular in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.
The BRLM shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation
23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master
Circular shall continue to form part of the agreements being signed between the intermediaries involved in the
public issuance process and the BRLM shall continue to coordinate with intermediaries involved in the said
process.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Stock Exchanges, along with the BRLM and the Registrar to the Offer, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in the SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the 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 Net 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 RIIs, NIIs and Anchor Investors shall be on a
proportionate basis within the respective investor categories and the number of securities allotted shall be rounded
off to the nearest integer. The Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis.
The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis. Not less than 15% of the Net Offer shall be available for allocation
to Non-Institutional Investors. The Equity Shares available for allocation to Non-Institutional Investors under the
Non-Institutional Category, shall be subject to the following: (i) one-third of the portion available to Non-
Institutional Investors shall be reserved for applicants with a Bid size of more than ₹200,000 and up to ₹1,000,000,
and (ii) two-third of the portion available to Non-Institutional Investors shall be reserved for applicants with a Bid
size of more than ₹1,000,000, provided that the unsubscribed portion in either of the aforementioned sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Investors. The allotment
to each Non-Institutional Investor shall not be less than the minimum NII application size, subject to the
availability of Equity Shares in the Non-Institutional Category, and the remaining Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of
the SEBI ICDR Regulations.
The allotment of Equity Shares to each RII shall not be less than the minimum bid lot, subject to the availability
of shares in Retail category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
536Payment into Anchor Investor Escrow Account
Our Company, in consultation with the BRLM will decide the list of Anchor Investors to whom the CAN will be
sent, pursuant to which, the details of the Equity Shares allocated to them in their respective names will be notified
to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
Instead, Anchor Investors should transfer the Bid Amount (through direct credit, real time gross settlement
(“RTGS”), national automated clearing house (“NACH”) or national electronic fund transfer (“NEFT”) to the
Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Anchor Investor Escrow
Account should be drawn in favour of:
(a) In case of resident Anchor Investors: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and
the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a pre-Offer advertisement, in the form prescribed under the SEBI ICDR Regulations, in all
editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated
Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Gujarati daily newspaper, Gujarati
being the regional language of Gujarat, where our Registered and Corporate Office is located).
In the pre-Offer advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format
prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
The information set out above is given for the benefit of the Bidders/applicants. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.
In accordance with RBI regulations, Overseas Corporate Body (“OCB”) cannot participate in the Offer.
Allotment Advertisement
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 of the Issuer are proposed to be listed, then
the Allotment Advertisement shall be uploaded on the websites of our Company, the BRLM and the Registrar to
the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.
Our Company, the BRLM and the Registrar to the Offer shall publish an allotment advertisement not later than
one Working Day after the commencement of trading, disclosing the date of commencement of trading in all
editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated
Hindi national daily newspaper) and [●] editions of [●] (Gujarati daily newspaper, Gujarati being the regional
language of Gujarat, where our Registered and Corporate Office is located).
Signing of the Underwriting Agreement and Filing with the RoC
a) Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement
after the finalisation of the Offer Price but prior to the filing of the Prospectus.
b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which would then be termed as the Prospectus. The Prospectus will contain
details of the Offer Price, the Anchor Investor Offer Price, the Offer size, and underwriting arrangements and
will be complete in all material respects.
537Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013, which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or(c) otherwise induces directly or
indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious
name,
shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013, for fraud involving an amount of at least
₹1 million or 1% of the turnover of our Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved
in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1 million or one
per cent of the turnover of our Company, whichever 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 ₹10 million or with both.
Undertakings by our Company
Our Company undertakes the following:
• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed are taken within such other time period as may
be prescribed by the SEBI or applicable law will be taken;
• the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed shall
be made available to the Registrar to the Offer by our Company;
• if Allotment is not made within the prescribed timelines under applicable laws, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable laws. If there is a delay
beyond such prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the
SEBI ICDR Regulations and other applicable laws for the delayed period;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Applicant within time prescribed under applicable laws, giving details of
the bank where refunds shall be credited along with amount and expected date of electronic credit of refund;
• where release of block on the applicable amount for unsuccessful Bidders or part of the application amount
in case of proportionate Allotment, a suitable communication shall be sent to the applicants;
• adequate arrangements shall be made to collect ASBA applications;
• that if our Company or the Selling Shareholders do 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 were published. The Stock Exchanges shall be informed promptly;
538• that if our Company and/or the Selling Shareholders withdraw the Offer after the Bid/Offer Closing Date, our
Company shall be required to file a fresh offer document with SEBI, in the event our Company or the Selling
Shareholders subsequently decide to proceed with the Offer;
• that no further issue of securities shall be made till the securities offered through the Offer Document are
listed or till the application monies are refunded on account of non-listing, under subscription, etc., other than
as disclosed in accordance with applicable law; and
• adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders.
Undertakings by the Selling Shareholders
Each of the Selling Shareholders, severally and not jointly, specifically undertakes and/or confirms the following
in respect to itself as a Selling Shareholder and its respective portion of the Offered Shares:
• that the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the
SEBI ICDR Regulations and are in dematerialised form;
• the Selling Shareholder is the legal and beneficial owner of its respective portion of the Offered Shares with
valid and marketable title, and shall be transferred pursuant to the Offer, free and clear of any encumbrances;
• the Selling Shareholder shall transfer its respective portion of the Offered Shares in an escrow demat account
in accordance with the Share Escrow Agreement;
• the Selling Shareholder 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
• the Selling Shareholder shall not have recourse to the proceeds from the Offer for Sale until receipt by our
Company of the final listing and trading approvals from the Stock Exchanges in accordance with applicable
law.
Utilisation of proceeds from the Offer
Our Board certifies that:
(i) all monies received out of the Offer shall be credited/transferred to a separate bank account other than
the bank account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013;
(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till
the time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilised; and
(iii) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been invested
539RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the approval route, depending upon the sector in which foreign
investment is sought to be made. The Government of India makes policy announcements on FDI through press
notes and press releases. The regulatory framework, over a period of time, thus, consists of acts, regulations, press
notes, press releases, and clarifications among other amendments. The DPIIT (formerly Department of Industrial
Policy and Promotion) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from
October 15, 2020 (the “Consolidated FDI Policy”), which consolidates and supersedes all previous press note,
press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15,
2020. Under the current Consolidated FDI Policy, 100% foreign investment is permitted in ‘Manufacturing’ sector
under automatic route.
In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the Consolidated FDI
Policy and the FEMA Non-Debt Instruments Rules has been amended to state that all investments under the
foreign direct investment route by entities of a country which shares land border with India or where the beneficial
owner of an investment into India is situated in or is a citizen of any such country will require prior approval of
the Government of India. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the
aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of
the Government of India. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth
Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity
of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank of
fund in India. Each Bidder should seek independent legal advice about its ability to participate in the 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 Offer Period.
Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that (i) the activities of the investee company are under the automatic route under the Consolidated FDI
Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident
shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance
with the guidelines prescribed by the SEBI/RBI.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible Non-resident Indians” and “Offer Procedure – Bids by Foreign Portfolio Investors” on page 525
and 526, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States, and unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly,
the Equity Shares are being offered and sold outside of the United States in offshore transactions as defined
in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdiction where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
For further details, see “Offer Procedure” beginning on page 520.
The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the
number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
540SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
Capitalized terms used in this section have the meanings that have been given to such terms in the Articles of
Association of our Company (“Articles”). The main provisions of the Articles, which may have a bearing on the
Offer, are detailed below.
This set of Articles has been approved pursuant to the provisions of Section 14 of the Companies Act, 2013 and
by a Special Resolution passed at the Extraordinary General Meeting of Oswal Energies Limited (the
“Company”) held on December 9, 2024. These Articles have been adopted as the Articles of Association of the
Company in substitution for and to the exclusion of all the existing Articles there.
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
OSWAL ENERGIES INDUSTRIES [Formerly known as Oswal Infrastructure Limited]
APPLICABILITY OF TABLE F
Subject as hereinafter provided and insofar as these Articles do not modify or exclude them, the regulations
contained in Table ‘F’ of Schedule I of the Companies Act, 2013, as amended, shall apply to the Company only
so far as they are not inconsistent with any of the provisions contained in these Articles or modification thereof or
are not expressly or by implication excluded from these Articles.
The regulations for the management of the Company and for the observance of the members thereto and their
representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the deletion
or alteration of or addition to its regulations by Special Resolution as prescribed or permitted by the Companies
Act, 2013, as amended, be such as are contained in these Articles.
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
$OSWAL ENERGIES LIMITED
(Formerly Known as Oswal Infrastructure Limited)
(CIN:U45205GJ2013PLC073465)
(Incorporated under the Companies Act, 1956)
*This set of Articles of Association has been approved pursuant to the provisions of Section 14 of the Companies
Act, 2013 and by a special resolution passed at the Extraordinary General Meeting of Oswal Energies Limited of
(the “Company”) held on Wednesday, 05th March, 2025. These Articles have been adopted as the Articles of
Association of the Company in substitution for and to the exclusion of all the existing Articles thereof.
No regulation contained in Table “F” in the First Schedule to Companies Act, 2013 shall apply to this Company
unless expressly made applicable in these Articles or by the said Act but the regulations for the Management of
the Company and for the observance of the Members thereof and their representatives shall be as set out in the
relevant provisions of the Companies Act, 2013 and subject to any exercise of the statutory powers of the
Company with reference to the repeal or alteration of or addition to its regulations by Special Resolution as
prescribed by the said Companies Act, 2013 be such as are contained in these Articles unless the same are
repugnant or contrary to the provisions of the Companies Act, 2013 or any amendment thereto.
5411. (1) The regulations contained in table “F” of schedule I to the Companies Table ‘F’ shall
Act, 2013 shall apply only in so far as the same are not provided for or apply
are not inconsistent with these Articles.
(2) The regulations for the management of the Company and for the Company to be
observance by the members thereto and their representatives, shall, governed by these
subject to any exercise of the statutory powers of the Company with Articles
reference to the deletion or alteration of or addition to its regulations
by resolution as prescribed or permitted by the Companies Act, 2013,
be such as are contained in these Articles.
Definitions and Interpretation
2. In these Articles —
(a) “Act” means the Companies Act, 2013 (including the relevant “Act”
rules framed thereunder) or any statutory modification or re-
enactment thereof for the time being in force and the term shall be
deemed to refer to the applicable section thereof which is relatable
to the relevant Article in which the said term appears in these
Articles and any previous company law, so far as may be
applicable.
(b) “Applicable Laws” means all applicable statutes, laws, “Applicable
ordinances, rules and regulations, judgments, notifications Laws”
circulars, orders, decrees, byelaws, guidelines, or any decision, or
determination, or any interpretation, policy or administration,
having the force of law, including but not limited to, any
authorization by any authority, in each case as in effect from time
to time
(c) “Articles” means these articles of association of the Company or “Articles”
as altered from time to time.
(d) “Board of Directors” or “Board”, means the collective body of “Board of
the Directors of the Company nominated and appointed from time Directors” or
to time in accordance with Articles 84 to 90, herein, as may be “Board”
applicable.
(e) “Company” means Oswal Energies Limited, a public company “Company”
incorporated with limited liability under the Applicable Laws.
(f) “Lien” means any mortgage, pledge, charge, assignment, “Lien”
hypothecation, security interest, title retention, preferential right,
option (including call commitment), trust arrangement, any voting
rights, right of set-off, counterclaim or banker’s lien, privilege or
priority of any kind having the effect of security, any designation
of loss payees or beneficiaries or any similar arrangement under
or with respect to any insurance policy;
(g) “Rules” means the applicable rules for the time being in force as “Rules”
prescribed under relevant sections of the Act.
(h) “Memorandum” means the memorandum of association of the “Memorandum”
Company or as altered from time to time.
Construction
In these Articles (unless the context requires otherwise):
(i) References to a party shall, where the context permits, include
such party’s respective successors, legal heirs and permitted
assigns.
(ii) The descriptive headings of Articles are inserted solely for
convenience of reference and are not intended as complete or
accurate descriptions of content thereof and shall not be used to
542interpret the provisions of these Articles and shall not affect the
construction of these Articles.
(iii) References to articles and sub-articles are references to Articles
and sub-articles of and to these Articles unless otherwise stated
and references to these Articles include references to the articles
and sub-articles herein.
(iv) Words importing the singular include the plural and vice versa,
pronouns importing a gender include each of the masculine,
feminine and neuter genders, and where a word or phrase is
defined, other parts of speech and grammatical forms of that word
or phrase shall have the corresponding meanings.
(v) Wherever the words “include,” “includes,” or “including” is used
in these Articles, such words shall be deemed to be followed by
the words “without limitation”.
(vi) The terms “hereof”, “herein”, “hereto”, “hereunder” or similar
expressions used in these Articles mean and refer to these Articles
and not to any Article of these Articles, unless expressly stated
otherwise.
(vii) Unless otherwise specified, time periods within or following
which any payment is to be made or act is to be done shall be
calculated by excluding the day on which the period commences
and including the day on which the period ends and by extending
the period to the next Business Day following if the last day of
such period is not a Business Day; and whenever any payment is
to be made or action to be taken under these Articles is required to
be made or taken on a day other than a Business Day, such
payment shall be made or action taken on the next Business Day
following.
(viii) A reference to a party being liable to another party, or to liability,
includes, but is not limited to, any liability in equity, contract or
tort (including negligence).
(ix) Reference to statutory provisions shall be construed as meaning
and including references also to any amendment or re-enactment
for the time being in force and to all statutory instruments or orders
made pursuant to such statutory provisions.
(x) References made to any provision of the Act shall be construed as
meaning and including the references to the rules and regulations
made in relation to the same by the MCA. The applicable
provisions of the Companies Act, 1956 shall cease to have effect
from the date on which the corresponding provisions under the
Companies Act, 2013 have been notified.
(xi) In the event any of the provisions of the Articles are contrary to
the provisions of the Act and the Rules, the provisions of the Act
and Rules will prevail.
Share capital and variation of rights
3. The authorized share capital of the Company shall be such amount and Authorized share
be divided into such shares as may from time to time, be provided in capital
Clause V of Memorandum, divided into such number, classes and
descriptions of Shares and into such denominations, as stated therein,
with power to reclassify, subdivide, consolidate and increase and with
power from time to time, to issue any shares of the original capital or
any new capital and upon the sub-division of shares to apportion the
right to participate in profits, in any manner as between the shares
resulting from sub-division.
4. Subject to the provisions of the Act and these Articles, the shares in Shares under
the capital of the Company shall be under the control of the Board who control of Board
may by sending a letter of offer, issue, allot or otherwise dispose of the
same or any of them to such persons, in such proportion and on such
543terms and conditions and either at a premium or at par (subject to the
compliance with the provision of section 53 and 54 of the Act) and at
such time as they may from time to time think fit provided that the
option or right to call for shares shall not be given to any person or
persons without the sanction of the Company in the general meeting.
The Board shall cause to be filed the returns as to allotment as may be
prescribed from time to time.
Any application signed by or on behalf of an applicant for subscription
for Shares in the Company, followed by an allotment of any Shares
therein, shall be an acceptance of Shares within the meaning of these
Articles, and every person, who, thus or otherwise, accepts any Shares
and whose name is entered on the Registered shall, for the purpose of
these Articles, be a member.
The Board shall observe the restrictions as regards allotment of Shares
to the public contained in the Act and other applicable Law, and as
regards return on allotments, the Board shall comply with applicable
provisions of the Act and other applicable Law.
The money, if any, which the Board shall, on the allotment of any
shares being made by them, require or direct to be paid by way of
deposit, call or otherwise, in respect of any Shares allotted by them,
shall immediately on the insertion of the name of the allottee in the
Register of Members as the name of the holder of such Shares, become
a debt due to and recoverable by the Company from the allottee
thereof, and shall be paid by him accordingly, in the manner prescribed
by the Board.
Every member or his heirs, executors or administrators, shall pay to
the Company the portion of the capital represented by his Share or
Shares which may, for the time being, remain unpaid thereon, in such
amounts, at such time or times, and in such manner as the Board shall,
from time to time, in accordance with the Regulations of the Company,
require or fix for the payment thereof.
5. Subject to the provisions of the Act, these Articles and with the Board may allot
sanction of the Company in the general meeting to give to any person shares otherwise
or persons the option or right to call for any shares either at par or than for cash
premium during such time and for such consideration as the Board
think fit, the Board may issue, allot or otherwise dispose shares in the
capital of the Company on payment or part payment for any property
or assets of any kind whatsoever sold or transferred, goods or
machinery supplied or for services rendered to the Company in the
conduct of its business and any shares which may be so allotted may
be issued as fully paid-up or partly paid-up otherwise than for cash,
and if so issued, shall be deemed to be fully paid-up or partly paid-up
shares, as the case may be, provided that the option or right to call of
shares shall not be given to any person or persons without the sanction
of the Company in the general meeting.
5445A. The Company may issue the following kinds of shares in accordance Kinds of share
with these Articles, the Act, the Rules and other Applicable Laws: capital
(a) Equity Share capital:
(i) with voting rights; and / or
(ii) with differential rights as to dividend, voting or otherwise in
accordance with the Rules; and
(b) Preference share capital, non-convertible into Equity Shares, as
permitted and in accordance with Applicable Laws, from time to
time.
6. (1) The Company shall keep or cause to be kept a Register and Index of Issue of certificate
Members, in accordance with the applicable Sections of the Act. The
Company shall be entitled to keep, in any State or Country outside
India, a Branch Register of Members, in respect of those residents in
that State or Country.
Every person whose name is entered as a member in the register of
members shall be entitled to receive within two months after allotment
or within one month from the date of receipt by the Company of the
application for the registration of transfer or transmission, sub-
division, consolidation or renewal of shares or within such other period
as the conditions of issue shall provide –
(a) one or more certificates in marketable lots for all his shares of each
class or denomination registered in his name without payment of
any charges; or
(b) several certificates, each for one or more of his shares, upon
payment of Rupees Twenty for each certificate or such charges as
may be fixed by the Board for each certificate after the first.
(2) In respect of any share or shares held jointly by several persons, the Issue of share
Company shall not be bound to issue more than one certificate, and certificate in case
delivery of a certificate for a share to the person first named on the of joint holding
register of members shall be sufficient delivery to all such holders.
(3) Every certificate shall specify the shares to which it relates, distinctive Option to receive
numbers of shares in respect of which it is issued and the amount paid- share certificate
up thereon and shall be in such form as the Board may prescribe and or hold shares
approve. with depository
7. A person subscribing to shares offered by the Company shall have the Option to receive
option either to receive certificates for such shares or hold the shares share certificate
in a dematerialized state with a depository, in which event the rights or hold shares
and obligations of the parties concerned and matters connected with depository
therewith or incidental thereof, shall be governed by the provisions of
the Depositories Act, 1996 as amended from time to time, or any
statutory modification thereto or re-enactment thereof. Where a person
opts to hold any share with the depository, the Company shall intimate
such depository the details of allotment of the share to enable the
depository to enter in its records the name of such person as the
beneficial owner of that share.
545The Company shall also maintain a register and index of beneficial
owners in accordance with all applicable provisions of the Companies
Act, 2013 and the Depositories Act, 1996 with details of shares held in
dematerialized form in any medium as may be permitted by law
including in any form of electronic medium.
8. If any certificate be worn out, defaced, mutilated or torn or if there be Issue of new
no further space on the back for endorsement of transfer, then upon certificate in
production and surrender thereof to the Company, a new certificate place of one
may be issued in lieu thereof, and if any certificate is lost or destroyed defaced, lost or
then upon proof thereof to the satisfaction of the Company and on destroyed
execution of such indemnity as the Board deems adequate, a new
certificate in lieu thereof shall be given. Every certificate under this
Article shall be issued on payment of fees not less than Rupees twenty
and not more than Rupees fifty for each certificate as may be fixed by
the Board.
Provided that no fee shall be charged for issue of new certificates in
replacement of those which are old, defaced or worn out or where there
is no further space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above, the Board shall
comply with such rules or regulations or requirements of any stock
exchange or the rules made under the Act or rules made under the
Securities Contracts (Regulation) Act,1956 or any other act, or rules
applicable thereof in this behalf.
A. Except as required by Applicable Laws, no person shall be recognized Company not
by the Company as holding any share upon any trust, and the Company compelled to
shall not be bound by, or be compelled in any way to recognize (even recognize any
when having notice thereof) any equitable, contingent, future or partial equitable,
interest in any share, or any interest in any fractional part of a share, or contingent
(except only as by these Articles or by Applicable Laws) any other interest
rights in respect of any share except an absolute right to the entirety
thereof in the registered holder.
B. Subject to the applicable provisions of the Act and other Applicable Terms of issue of
Laws, any debentures, debenture-stock or other securities may be debentures
issued at a premium or otherwise and may be issued on condition that
they shall be convertible into shares of any denomination, and with any
privileges and conditions as to redemption, surrender, drawing,
allotment of shares and attending (but not voting) at a general meeting,
appointment of nominee directors, etc. Debentures with the right to
conversion into or allotment of shares shall be issued only with the
consent of the Company in a general meeting by special resolution.
9. The provisions of the foregoing Articles relating to issue of certificates Provisions as to
shall mutatis mutandis apply to issue of certificates for any other issue of
securities including debentures (except where the Act otherwise certificates to
requires) of the Company. apply mutatis
mutandis to
debentures, etc.
10. (1) The Company may exercise the powers of paying commissions Power to pay
conferred Sub Section 6 of Section 40, to any person in connection commission in
546with the subscription to its securities, provided that the rate per cent or connection with
the amount of the commission paid or agreed to be paid shall be securities issued
disclosed in the manner required by the Act and the Rules.
(2) The rate or amount of the commission shall not exceed the rate or Rate of
amount prescribed in the Rules made under Section 6 of Section 40. commission in
accordance with
Rules
(3) The commission may be satisfied by the payment of cash or the Mode of payment
allotment of fully or partly paid shares or partly in the one way and of commission
partly in the other.
11. (1) If at any time the share capital is divided into different classes of Variation of
shares, the rights attached to any class (unless otherwise provided by members’ rights
the terms of issue of the shares of that class) may, subject to the
provisions of Section 48, and whether or not the Company is being
wound up, be varied with the consent in writing, of Three-forth number
of the holders of the issued shares of that class, or with the sanction of
a resolution passed at a separate meeting of the holders of the shares
of that class, as prescribed by the Act.
(2) To every such separate meeting, the provisions of these Articles Provisions as to
relating to general meetings shall mutatis mutandis apply. general meetings
to apply mutatis
mutandis to each
Meeting
12. The rights conferred upon the holders of the shares of any class issued Issue of further
with preferred or other rights shall not, unless otherwise expressly shares not to
provided by the terms of issue of the shares of that class, be deemed to affect rights of
be varied by the creation or issue of further shares ranking pari passu existing members
therewith.
13. Subject to section 55 and other provisions of the Act, the Board shall Power to issue
have the power to issue or re-issue preference shares of one or more redeemable
classes which are liable to be redeemed, or converted to equity shares, preference shares
on such terms and conditions and in such manner as determined by the
Board in accordance with the Act.
On the issue of Redeemable Preference Shares under the provisions of
the preceding Article, the following provisions shall take effect:-
(i) No such Shares shall be redeemed except out of the profits of
the Company which would otherwise be available for dividend or out
of the proceeds of a fresh issue of Shares made for the purpose of the
redemption.
(ii) No such Shares shall be redeemed unless they are fully paid.
The period of redemption in case of preference shares shall not exceed
the maximum period for redemption provided under Section 55 of the
Act;
547(iii) The premium, if any, payable on redemption, must have been
provided for, out of the profits of the Company or the Share Premium
Account of the Company before, the Shares are redeemed; and
(iv) Where any such Shares are redeemed otherwise than out of
the proceeds of a fresh issue, there shall, out of profits which would
otherwise have been available for dividend, be transferred to a reserve
fund to be called “Capital Redemption Reserve Account”, a sum equal
to the nominal amount of the Shares redeemed and the provisions of
the Act, relating to the reduction of the Share Capital of the Company,
shall, except as provided in Section 80 of the Act, apply as if “Capital
Redemption Reserve Account” were paid up Share capital of the
Company.
Whenever the capital, by reason of the issue of Preference Shares or
otherwise, is divided into different classes of shares, all or any of the
rights and privileges attached to each class may, subject to the
applicable provisions of the Act, be modified, commuted, affected or
abrogated, or dealt with by an agreement between the Company and
any person purporting to contract on behalf of that class, provided such
agreement is ratified, in writing, by holders of at least three-fourths in
nominal value of the issued Shares of the class or is confirmed by a
special resolution passed at a separate general meeting of the holders
of Shares of that class and all the provisions hereinafter contained as
to general meetings, shall, mutatis mutandis, apply to every such
meeting.
14. (1) Where at any time, the Company proposes to increase its subscribed Further issue of
capital by issue of further shares, either out of the unissued capital or share capital
the increased share capital, such shares shall be offered:
to persons who, at the date of offer, are holders of Equity Shares of the
Company, in proportion as near as circumstances admit, to the share
capital paid up on those shares by sending a letter of offer on the
following conditions : -
the aforesaid offer shall be made by a notice specifying the number of
shares offered and limiting a time prescribed under the Act from the
date of the offer within which the offer, if not accepted, will be deemed
to have been declined
the aforementioned offer shall be deemed to include a right exercisable
by the person concerned to renounce the shares offered to him or any
of them in favour of any other person and the notice mentioned in sub-
Article (i), above shall contain a statement of this right; and after the
expiry of the time specified in the aforesaid notice or on receipt of
earlier intimation from the person to whom such notice is given that he
declines to accept the shares offered, the Board of Directors may
548dispose of them in such manner which is not disadvantageous to the
shareholders and the Company; or
to employees under any scheme of employees’ stock option, subject to
a special resolution passed by the Company and subject to the
conditions as specified under the Act and Rules thereunder; or
to any persons, if it is authorized by a special resolution passed by the
Company in a General Meeting, whether or not those persons include
the persons referred to in clause (a) or clause (b) above, either for cash
or for consideration other than cash, subject to applicable provisions
of the Act and Rules thereunder.
The notice referred to in sub-clause (i) of sub-Article (a) shall be
dispatched through registered post or speed post or through electronic
mode to all the existing Members at least 3 (three) days before the
opening of the issue.
The provisions contained in this Article shall be subject to the
provisions of the section 42 and section 62 of the Act, the rules
thereunder and other applicable provisions of the Act.
Notwithstanding anything contained in sub-clause (i) thereof, the
further Shares aforesaid may be offered to any persons, if it is
authorised by a special resolution, (whether or not those persons
include the persons referred to in clause (a) of sub-clause (i) hereof) in
any manner either for cash or for a consideration other than cash, if the
price of such shares is determined by the valuation report of a
registered valuer subject to the compliance with the applicable
provisions of Chapter III and any other conditions as may be
prescribed in the Act and the rules made thereunder.
The notice referred to in above sub-clause hereof shall be dispatched
through registered post or speed post or through electronic mode to all
the existing shareholders at least 3 (three) days before the opening of
the issue.
Nothing in sub-clause above hereof shall be deemed:
(a) To extend the time within the offer should be accepted; or
(b) To authorise any person to exercise the right of renunciation
for a second time, on the ground that the person in whose favour the
549remuneration was first made has declined to take the Shares comprised
in the renunciation.
(2) Nothing in this Article shall apply to the increase of the subscribed
capital of the Company caused by the exercise of an option as a term
attached to the debentures issued or loans raised by the Company to
convert such debenture or loans into shares in the Company.
Provided that the terms of issue of such debentures or loan containing
such an option have been approved before the issue of such debenture
or the raising of loan by a special resolution passed by the Company
in general meeting.
(3) A further issue of shares may be made in any manner whatsoever as Mode of further
the Board may determine including by way of preferential offer or issue of shares
private placement, subject to and in accordance with the Act and the
Rules.
The provisions contained in this Article shall be subject to the
provisions of the section 42 and section 62 of the Act and other
applicable provisions of the Act and rules framed thereunder.
Subject to the provisions of the Act, the Company shall have the power Power to make
to make compromise or make arrangements with creditors and compromise or
members, consolidate, demerge, amalgamate or merge with other arrangement
company or companies in accordance with the provisions of the Act
and any other applicable laws.
Lien
15. (1) The Company shall have a first and paramount Lien – Company’s lien
on shares
(a) on every share (not being a fully paid share) and upon the
proceeds of sale thereof for all monies (whether presently payable or
not) called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered
in the name of a member, for all monies presently payable by him or
his estate to the Company:
Provided that the Board may at any time declare any share to be wholly
or in part exempt from the provisions of this Article.
Provided further that Company’s lien, if any, on such partly paid
shares, shall be restricted to money called or payable at a fixed price
in respect of such shares.
550(2) The Company’s Lien, if any, on a share shall extend to all dividends Lien to extend to
or interest, as the case may be, payable and bonuses declared from time dividends, etc.
to time in respect of such shares for any money owing to the Company.
However, a member shall exercise any voting rights in respect of the
shares in regard to which the Company has exercised the right of Lien.
(3) Unless otherwise agreed by the Board, the registration of a transfer of Waiver of Lien in
shares shall operate as a waiver of the Company’s Lien. case of
registration
16. The Company may sell, in such manner as the Board thinks fit, any As to enforcing
shares on which the Company has a Lien: Lien by sale
Provided that no sale shall be made—
(a) unless a sum in respect of which the Lien exists is presently
payable; or
(b) until the expiration of fourteen days after a notice in writing
stating and demanding payment of such part of the amount in respect
of which the Lien exists as is presently payable, has been given to the
registered holder for the time being of the share or to the person entitled
thereto by reason of his death or insolvency or otherwise.
17. (1) To give effect to any such sale, the Board may authorize some person Validity of sale
to transfer the shares sold to the purchaser thereof
(2) The purchaser shall be registered as the holder of the shares comprised Purchaser to be
in any such transfer. registered holder
(3) The receipt of the Company for the consideration (if any) given for the Validity of
share on the sale thereof shall (subject, if necessary, to execution of an Company’s
instrument of transfer or a transfer by relevant system, as the case may receipt
be) constitute a good title to the share and the purchaser shall be
registered as the holder of the share.
(4) The purchaser shall not be bound to see to the application of the Purchaser not
purchase money, nor shall his title to the shares be affected by any affected
irregularity or invalidity in the proceedings with reference to the sale
18. (1) The proceeds of the sale shall be received by the Company and applied Application of
in payment of such part of the amount in respect of which the Lien proceeds of sale
exists as is presently payable.
(2) The residue, if any, shall, subject to a like Lien for sums not presently Payment of
payable as existed upon the shares before the sale, be paid to the person residual money
entitled to the shares at the date of the sale.
19. The provisions of these Articles relating to Lien shall mutatis mutandis Provisions as to
apply to any other securities including debentures of the Company. Lien to apply
mutatis mutandis
to debentures, etc.
551Calls on shares
20. (1) The Board may, from time to time, make calls upon the members in Board may make
respect of any monies unpaid on their shares (whether on account of Calls
the nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times.
Provided that no call shall exceed one-fourth of the nominal value of
the share or be payable at less than one month from the date fixed for
the payment of the last preceding call.
(2) Each member shall, subject to receiving at least fourteen days’ notice Notice of call
specifying the time or times and place of payment, pay to the
Company, at the time or times and place so specified, the amount
called on his shares.
(3) A call may be revoked or postponed at the discretion of the Board Revocation or
postponement of
call
21. A call shall be deemed to have been made at the time when the Call to take effect
resolution of the Board authorizing the call was passed and may be from date of
required to be paid by instalments. resolution
22. The joint holders of a share shall be jointly and severally liable to pay Liability of joint
all calls in respect thereof. holders of shares
23. (1) If a sum called in respect of a share is not paid before or on the day When interest on
appointed for payment thereof (the “due date”), the person from whom call or instalment
the sum is due shall pay interest thereon from the due date to the time payable
of actual payment at such rate as may be fixed by the Board.
(2) The Board shall be at liberty to waive payment of any such interest Board may waive
wholly or in part. interest
24. (1) Any sum which by the terms of issue of a share becomes payable on Sums deemed to
allotment or at any fixed date, whether on account of the nominal value be calls
of the share or by way of premium, shall, for the purposes of these
Regulation, be deemed to be a call duly made and payable on the date
on which by the terms of issue such sum becomes payable.
(2) In case of non-payment of such sum, all the relevant provisions of Effect of non-
these Articles as to payment of interest and expenses, forfeiture or payment of sums
otherwise shall apply as if such sum had become payable by virtue of
a call duly made and notified.
(3) On the trial or hearing of any action or suit brought by the Company Suit by company
against any member or his representative for the recovery of any for recovery of
money claimed to be due to the Company in respect of his Shares, it money against
shall be sufficient to prove that the name of the member, in respect of any member
whose Shares the money is sought to be recovered, appears or is
entered on the Register of Members as the holder, at or subsequent to
the date at which the money is sought to be recovered, is alleged to
have become due on the Shares in respect of which money is sought to
be recovered, and that the resolution making the call is duly recorded
in the minute book, and that notice, of which call, was duly given to
the member or his representatives and used in pursuance of these
Articles, and it shall not be necessary to prove the appointment of the
Directors who made such call, and not that a quorum of Directors was
present at the meeting of the Board at which any call was made, and
nor that the meeting, at which any call was made, has duly been
552convened or constituted nor any other matter whatsoever, but the proof
of the matters aforesaid shall be conclusive of the debt.
(4) Neither the receipt by the Company of a portion of any money which Enforcing
shall, from time to time, be due from any member to the Company in forfeiture of
respect of his Shares, either by way of principal or interest, nor any shares by
indulgence granted by the Company in respect of the payment of any Company
such money, shall preclude the Company from thereafter proceeding
to enforce a forfeiture of such Shares as hereinafter provided.
25. The Board – Payment in
anticipation of
calls may carry
interest
(a) may, if it thinks fit, subject to the provisions of the Act, receive
from any member willing to advance the same, all or any part of
the monies uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same
would, but for such advance, become presently payable) pay
interest at such rate as may be fixed by the Board. Nothing
contained in this clause shall confer on the member (a) any right
to participate in profits or dividends or (b) any voting rights in
respect of the moneys so paid by him until the same would, but for
such payment, become presently payable by him.
The Directors may at any time repay the amount so advanced.
26. If by the conditions of allotment of any shares, the whole or part of the Installments on
amount of issue price thereof shall be payable by installments, then shares to be duly
every such installment shall, when due, be paid to the Company by the paid
person who, for the time being and from time to time, is or shall be the
registered holder of the share or the legal representative of a deceased
registered holder.
27. All calls shall be made on a uniform basis on all shares falling under Calls on shares of
the same class. same class to be
on uniform basis
Explanation: Shares of the same nominal value on which different
amounts have been paid-up shall not be deemed to fall under the same
class.
28. The provisions of these Articles relating to calls shall mutatis mutandis Provisions as to
apply to any other securities including debentures of the Company. calls to apply
mutatis mutandis
to debentures, etc.
29. Dematerialization
553Notwithstanding anything contained in the Articles, the Company shall Dematerialization
be entitled to dematerialise its shares, debentures and other securities Of Securities
and offer such shares, debentures and other securities in a
dematerialised form pursuant to the Depositories Act 1996.
Notwithstanding anything contained in the Articles, and subject to the
provisions of the law for the time being in force, the Company shall on
a request made by a beneficial owner, re-materialise the shares, which
are in dematerialised form.
Every Person subscribing to the shares offered by the Company shall
have the option to receive share certificates or to hold the shares with
a Depository. Where Person opts to hold any share with the
Depository, the Company shall intimate such Depository of details of
allotment of the shares to enable the Depository to enter in its records
the name of such Person as the beneficial owner of such shares. Such
a Person who is the beneficial owner of the shares can at any time opt
out of a Depository, if permitted by the law, in respect of any shares in
the manner provided by the Depositories Act 1996 and the Company
shall in the manner and within the time prescribed, issue to the
beneficial owner the required certificate of shares. In the case of
transfer of shares or other marketable securities where the Company
has not issued any certificates and where such shares or securities are
being held in an electronic and fungible form, the provisions of the
Depositories Act 1996 shall apply.
If a Person opts to hold his shares with a Depository, the Company
shall intimate such Depository the details of allotment of the shares,
and on receipt of the information, the Depository shall enter in its
record the name of the allottee as the beneficial owner of the shares.
The register and index of beneficial owners maintained by a
Depository under the Depositories Act, 1996 shall be deemed to be a
register and index of members for the purposes of the Act.
All shares held by a Depository shall be dematerialised and shall be in
a fungible form.
(a) Notwithstanding anything to the contrary contained in the Act
or the Articles, a Depository shall be deemed to be the registered owner
for the purposes of effecting any transfer of ownership of shares on
behalf of the beneficial owner.
(b) Save as otherwise provided in (a) above, the Depository as
the registered owner of the shares shall not have any voting rights or
any other rights in respect of shares held by it.
Every person holding shares of the Company and whose name is
entered as the beneficial owner in the records of the Depository shall
554be deemed to be the owner of such shares and shall also be deemed to
be a shareholder of the Company. The beneficial owner of the shares
shall be entitled to all the liabilities in respect of his shares which are
held by a Depository. The Company shall be further entitled to
maintain a register of members with the details of members holding
shares both in material and dematerialised form in any medium as
permitted by law including any form of electronic medium.
Notwithstanding anything in the Act or the Articles to the contrary,
where shares are held in a Depository, the records of the beneficial
ownership may be served by such Depository on the Company by
means of electronic mode or by delivery of disks, drives or any other
mode as prescribed by law from time to time.
Nothing contained in the Act or the Articles regarding the necessity to
have distinctive numbers for securities issued by the Company shall
apply to securities held with a Depository.
555Transfer of shares
30. (1) A common form of transfer shall be used and the instrument of transfer Instrument of
of any share in the Company shall be in writing which shall be duly transfer to be
executed by or on behalf of both the transferor and transferee and shall executed by
be duly stamped and delivered to the Company within the prescribed transferor and
period and all provisions of section 56 of the Act and statutory transferee
modification thereof for the time being shall be duly complied with in
respect of all transfer of shares and registration thereof.
Every instrument of transfer shall be in writing and all provisions of
the Act, the rules and applicable laws shall be duly complied with. The
instrument shall also be duly stamped, under the relevant provisions of
the Law, for the time being, in force, and shall be signed by or on
behalf of the transferor and the transferee, and in the case of Share held
by two or more holders or to be transferred to the joint names of two
or more transferees by all such joint holders or by all such joint
transferees, as the case may be.
(2) The Company shall keep the “Register of Transfers” and therein shall Register of
fairly and distinctly enter particulars of every transfer or transmission transfer
of any Share.
The transferor shall be deemed to remain a holder of the share until the
name of the transferee is entered in the register of members in respect
thereof.
31. The Board may, subject to the right of appeal conferred by the section Board may refuse
58 of the Act decline to register – to register
transfer
(a) the transfer of a share, not being a fully paid share, to a person
of whom they do not approve; or
(b) any transfer of shares on which the Company has a Lien.
The registration of a transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever.
32. The Board may decline to recognize any instrument of transfer unless- Board may
decline to
recognize
instrument of
(a) the instrument of transfer is duly executed and is in the form as transfer
prescribed in the Rules made under sub-section (1) of section 56
of the Act;
(b) the instrument of transfer is accompanied by the certificate of the
shares to which it relates, and such other evidence as the Board
may reasonably require to show the right of the transferor to make
the transfer; and
556(c) the instrument of transfer is in respect of only one class of
shares.
The registration of a transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever.
33. On giving of previous notice of at least seven days or such lesser period Transfer of
in accordance with Section 91 and Rules made thereunder, the shares when
registration of transfers may be suspended at such times and for such suspended
periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than
thirty days at any one time or for more than forty five days in the
aggregate in any year.
A Subject to the provisions of sections 58 and 59 of the Act, these Notice of refusal
Articles and other applicable provisions of the Act or any other to register
Applicable Laws for the time being in force, the Board with sufficient transfer
cause, may refuse whether in pursuance of any power of the Company
under these Articles or any other Applicable Laws to register the
transfer of, or the transmission by operation of Applicable Laws of the
right to, any shares or interest of a member in or debentures of the
Company. The Company shall within 30 days from the date on which
the instrument of transfer, or the intimation of such transmission, as
the case may be, was delivered to Company, or such other period as
may be prescribed, send notice of the refusal to the transferee and the
transferor or to the person giving intimation of such transmission, as
the case may be, giving reasons for such refusal. Provided that, subject
to provisions of Article 32, the registration of a transfer shall not be
refused on the ground of the transferor being either alone or jointly
with any other person or persons indebted to the Company on any
account whatsoever. Transfer of shares/debentures in whatever lot
shall not be refused.
34. The provisions of these Articles relating to transfer of shares shall Provisions as to
mutatis mutandis apply to any other securities including debentures of transfer of shares
the Company. to apply mutatis
mutandis to
debentures, etc.
35. An application for the registration of a transfer of Shares in the Application for
Company may be made either by the transferor or the transferee. registration of
Where such application is made by a transferor and relates to partly transfer of shares
paid Shares, the Company shall give notice of the application to the
transferee. The transferee may, within two weeks from the date of the
receipt of the notice and not later, object to the proposed transfer. The
notice to the transferee shall be deemed to have been duly given, if
dispatched by prepaid registered post to the transferee at the address
given in the instrument of transfer and shall be deemed to have been
delivered at the time when it would have been delivered in the ordinary
course of post.
Transmission of shares
55736. (1) On the death of a member, the survivor or survivors where the member Title to shares on
was a joint holder, and his nominee or nominees or legal death of a
representatives where he was a sole holder, shall be the only persons member
recognized by the Company as having any title to his interest in the
shares.
(2) Nothing in clause (1) shall release the estate of a deceased joint holder Estate of deceased
from any liability in respect of any share which had been jointly held member liable
by him with other persons.
(3) Any person becoming entitled to a share in consequence of the death Transmission
or insolvency of a member may, upon such evidence being produced Clause
as may from time to time properly be required by the Board and subject
as hereinafter provided, elect, either –
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent
member could have made.
(4) The Board shall, in either case, have the same right to decline or Board’s right
suspend registration as it would have had, if the deceased or insolvent unaffected
member had transferred the share before his death or insolvency.
37. (1) If the person so becoming entitled shall elect to be registered as holder Right to election
of the share himself, he shall deliver or send to the Company a notice of holder of share
in writing signed by him stating that he so elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify Manner of
his election by executing a transfer of the share. testifying election
(3) All the limitations, restrictions and provisions of these regulations Limitations
relating to the right to transfer and the registration of transfers of shares applicable to
shall be applicable to any such notice or transfer as aforesaid as if the notice
death or insolvency of the member had not occurred and the notice or
transfer were a transfer signed by that member.
38. A person becoming entitled to a share by reason of the death or Claimant to be
insolvency of the holder shall be entitled to the same dividends and entitled to same
other advantages to which he would be entitled if he were the advantage
registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect of
it to exercise any right conferred by membership in relation to
meetings of the Company:
Provided that the Board may, at any time, give notice requiring any
such person to elect either to be registered himself or to transfer the
share, and if the notice is not complied with within ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or
other monies payable in respect of the share, until the requirements of
the notice have been complied with.
55839. The provisions of these Articles relating to transmission by operation Provisions as to
of law shall mutatis mutandis apply to any other securities including transmission to
debentures of the Company apply mutatis
mutandis to
debentures, etc.
A No fee shall be charged for registration of transfer, transmission, No fee for
probate, succession certificate and letters of administration, certificate transfer or
of death or marriage, power of attorney or similar other document transmission
Nomination by security holder
40. (i) Every holder of Securities in the Company may, at any Manner of
time, nominate, in the prescribed manner, a person to whom his nomination by
Securities in the Company, shall vest in the event of his death. security holder
(ii) Where the Securities in the Company are held by more
than one person jointly, the joint-holders may together nominate, in the
prescribed manner, a person to whom all the rights in the Securities in
the Company shall vest in the event of death of all joint holders.
(iii) Notwithstanding anything contained in these Articles or
any other law, for the time being, in force, or in any disposition,
whether testamentary or otherwise, in respect of such Securities in the
Company, where a nomination made in the prescribed ma
nner purports to confer on any person the right to vest the Securities in
the Company, the nominee shall, on the death of the Shareholders of
the Company or, as the case may be, on the death of the joint holders,
become entitled to all the rights in the Securities of the Company or,
as the case may be, all the joint holders, in relation to such securities
in the Company, to the exclusion of all other persons, unless the
nomination is varied or cancelled in the prescribed manner.
(iv) In the case of fully paid up Securities in the Company,
where the nominee is a minor, it shall be lawful for the holder of the
Securities, to make the nomination to appoint in the prescribed manner
any person, being a guardian, to become entitled to Securities in the
Company, in the event of his death, during the minority.
(i) Any person who becomes a nominee by virtue of the
provisions of the preceding Article, upon the production of such
evidence as may be required by the Board and subject as hereinafter
provided, elect, either –
(a) to be registered himself as holder of the Share(s); or
(b) to make such transfer of the Share(s) as the deceased
Shareholder could have made.
(ii) If the person being a nominee, so becoming entitled, elects
to be registered as holder of the Share(s), himself, he shall deliver or
559send to the Company a notice in writing signed by him stating that he
so elects, and such notice shall be accompanied with the death
certificate of the deceased shareholder.
(iii) All the limitations, restrictions and provisions of the Act
relating to the right to transfer and the registration of transfers of
Securities shall be applicable to any such notice or transfer as aforesaid
as if the death of the member had not occurred and the notice or
transfer has been signed by that Shareholder.
(iv) A person, being a nominee, becoming entitled to a Share
by reason of the death of the holder, shall be entitled to the same
dividends and other advantages which he would be entitled if he were
the registered holder of the Share except that he shall not, before being
registered a member in respect of his Share be entitled in respect of it
to exercise any right conferred by membership in relation to meetings
of the Company:
Provided that the Board may, at any time, give notice requiring any
such person to elect either to be registered himself or to transfer the
Share(s) and if the notice is not complied with within ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or
other moneys payable in respect of the Share(s) or until the
requirements of the notice have been complied with.
Forfeiture of shares
41. If a member fails to pay any call, or instalment of a call or any money If call or
due in respect of any share, on the day appointed for payment thereof, instalment not
the Board may, at any time thereafter during such time as any part of paid notice must
the call or instalment remains unpaid or a judgement or decree in be given
respect thereof remains unsatisfied in whole or in part, serve a notice
on him requiring payment of so much of the call or instalment or other
money as is unpaid, together with any interest which may have accrued
and all expenses that may have been incurred by the Company by
reason of non-payment.
42. The notice aforesaid shall: Form of Notice
(a) name a further day (not being earlier than the expiry of fourteen
days from the date of service of the notice) on or before which
the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so
named, the shares in respect of which the call was made shall be
liable to be forfeited.
43. If the requirements of any such notice as aforesaid are not complied In default of
with, any share in respect of which the notice has been given may, at payment of shares
any time thereafter, before the payment required by the notice has been to be forfeited
made, be forfeited by a resolution of the Board to that effect. Subject
560to the provisions of the Act, such forfeiture shall include all dividends
declared or any other moneys payable in respect of the forfeited Shares
and not actually paid before the forfeiture.
44. When any share shall have been so forfeited, notice of the forfeiture Entry of
shall be given to the defaulting member and an entry of the forfeiture forfeiture in
with the date thereof, shall forthwith be made in the register of register of
members
members.
But no forfeiture shall be, in any manner, invalidated by any omission
or neglect to give such notice or to make any such entry as aforesaid.
45. The forfeiture of a share shall involve extinction at the time of Effect of
forfeiture, of all interest in and all claims and demands against the forfeiture
Company, in respect of the share and all other rights incidental to the
share.
46. (1) A forfeited share shall be deemed to be the property of the Company Forfeited shares
and may be sold or re-allotted or otherwise disposed of either to the may be sold, etc.
person who was before such forfeiture the holder thereof or entitled
thereto or to any other person on such terms and in such manner as the
Board thinks fit.
(2) At any time before a sale, re-allotment or disposal as aforesaid, the Cancellation of
Board may cancel the forfeiture on such terms as it thinks fit. forfeiture
47. (1) A person whose shares have been forfeited shall cease to be a member Members still
in respect of the forfeited shares, but shall, notwithstanding the liable to pay
forfeiture, remain liable to pay, and shall pay, to the Company all money owing at
monies which, at the date of forfeiture, were presently payable by him the time of
to the Company in respect of the shares. forfeiture
(2) The liability of such person shall cease if and when the Company shall Cesser of liability
have received payment in full of all such monies in respect of the
shares.
48. (1) A duly verified declaration in writing that the declarant is a director, Certificate of
the manager or the secretary of the Company, and that a share in the forfeiture
Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share;
(2) The Company may receive the consideration, if any, given for the Title of purchaser
share on any sale, re-allotment or disposal thereof and may execute a and transferee of
transfer of the share in favour of the person to whom the share is sold forfeited shares
or disposed of
(3) The transferee shall thereupon be registered as the holder of the share; Transferee to be
and registered as
holder
(4) The transferee shall not be bound to see to the application of the Transferee not
purchase money, if any, nor shall his title to the share be affected by affected
any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale, re-allotment or disposal of the share
49. Upon any sale after forfeiture or for enforcing a Lien in exercise of the Validity of sales
powers hereinabove given, the Board may, if necessary, appoint some
person to execute an instrument for transfer of the shares sold and
cause the purchaser’s name to be entered in the register of members in
561respect of the shares sold and after his name has been entered in the
register of members in respect of such shares the validity of the sale
shall not be impeached by any person.
50. Upon any sale, re-allotment or other disposal under the provisions of Cancellation of
the preceding Articles, the certificate(s), if any, originally issued in share certificate
respect of the relative shares shall (unless the same shall on demand in respect of
by the Company has been previously surrendered to it by the defaulting forfeited shares
member) stand cancelled and become null and void and be of no effect,
and the Board shall be entitled to issue a duplicate certificate(s) in
respect of the said shares to the person(s) entitled thereto.
51. The Board may, subject to the provisions of the Act, accept a surrender Surrender of
of any share from or by any member desirous of surrendering them on share certificates
such terms as they think fit.
52. The provisions of these Articles as to forfeiture shall apply in the case Sums deemed to
of non-payment of any sum which, by the terms of issue of a share, be calls
becomes payable at a fixed time, whether on account of the nominal
value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
53. The provisions of these Articles relating to forfeiture of shares shall Provisions as to
mutatis mutandis apply to any other securities including debentures of forfeiture of
the Company. shares to apply
mutatis mutandis
to debentures, etc.
Alteration of capital
54. Subject to the provisions of Section 61, the Company may, by ordinary Power to alter
resolution - share capital
(a) increase the share capital by such sum, to be divided into shares
of such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares:
Provided that any consolidation and division which results in changes
in the voting percentage of members shall require applicable
approvals under the Act;
(c) convert all or any of its fully paid-up shares into stock, and
reconvert that stock into fully paid-up shares of any
denomination;
(d) sub-divide its existing shares or any of them into shares of
smaller amount than is fixed by the Memorandum;
562(e) cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any
person.
55. Where shares are converted into stock: Right of
stockholders
(a) the holders of stock may transfer the same or any part thereof
in the same manner as, and subject to the same Articles under which,
the shares from which the stock arose might before the conversion
have been transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum
amount of stock transferable, so, however, that such minimum shall
not exceed the nominal amount of the shares from which the stock
arose;
(b) the holders of stock shall, according to the amount of stock
held by them, have the same rights, privileges and advantages as
regards dividends, voting at meetings of the Company, and other
matters, as if they held the shares from which the stock arose; but no
such privilege or advantage (except participation in the dividends,
voting and profits of the Company and in the assets on winding up)
shall be conferred by an amount of stock which would not, if existing
in shares, have conferred that privilege or advantage;
(c) such of these Articles of the Company as are applicable to
paid-up shares shall apply to stock and the words “share” and
“shareholder”/ “member” shall include “stock” and “stock-holder”
respectively.
The Company, by resolution in general meeting, may convert any paid-
up Shares into stock, or may, at any time, reconvert any stock into paid
up Shares of any denomination.
The notice of such conversion of Shares into stock or reconversion of
stock into Shares shall be filed with the Registrar of Companies as
provided in the Act.
A Share warrants- Issue of share
warrants and
The Company may issue Share warrants in the manner provided by the rights of holder of
said Act and accordingly the Directors may, in their discretion, with share warrants
respect to any fully paid up Share or stock, on application, in writing,
signed by the person or all persons registered as holder or holders of
the Share or stock, and authenticated by such evidence, if any, as the
Directors may, from time to time, require as to the identity of the
person or persons signing the application, and on receiving the
certificate, if any, of the Share or stock and the amount of the stamp
duty on the warrant and such fee as the Directors may, from time to
time, prescribe, issue, under the Seal of the Company, a warrant, duly
stamped, stating that the bearer of the warrant is entitled to the Shares
or stock therein specified, and may provide by coupons or otherwise
for the payment of future dividends, or other moneys, on the Shares or
stock included in the warrant. On the issue of a Share warrant the
names of the persons then entered in the Register of Members as the
holder of the Shares or stock specified in the warrant shall be struck
off the Register of
563Members and the following particulars shall be entered therein.
(i) fact of the issue of the warrant.
(ii) a statement of the Shares or stock included in the warrant
distinguishing each Share by its number, and
(iii) the date of the issue of the warrant.
A Share warrant shall entitle the bearer to the Shares or stock included
in it, and, notwithstanding anything contained in these articles, the
Shares or stock shall be transferred by the delivery of the Share-
warrant, and the provisions of the regulations of the Company with
respect to transfer and transmission of Shares shall not apply thereto.
The bearer of a Share-warrant shall, on surrender of the warrant to the
Company for cancellation, and on payment of such fees, as the
Directors may, from time to time, prescribe, be entitled, subject to the
discretion of the Directors, to have his name entered as a member in
the Register of Members in respect of the Shares or stock included in
the warrant.
The bearer of a Share-warrant shall not be considered to be a member
of the Company and accordingly save as herein otherwise expressly
provided, no person shall, as the bearer of Share-warrant, sign a
requisition for calling a meeting of the Company, or attend or vote or
exercise any other privileges of a member at a meeting of the
Company, or be entitled to receive any notice from the Company of
meetings or otherwise, or qualified in respect of the Shares or stock
specified in the warrant for being a director of the Company, or have
or exercise any other rights of a member of the Company. The
Directors may, from time to time, make rules as to the terms on which,
if they shall think fit, a new Share warrant or coupon may be issued by
way of renewal in case of defacement, loss, or destruction.
56. The Company may, by special resolution as prescribed by the Act, Reduction of
reduce in any manner and in accordance with the provisions of the Act capital
and the Rules, —
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.
Joint holders
56457. Where two or more persons are registered as joint holders (not more Joint holders
than three) of any share, they shall be deemed (so far as the Company
is concerned) to hold the same as joint tenants with benefits of
survivorship, subject to the following and other provisions contained
in these Articles:
(a) The joint-holders of any share shall be liable severally as well as Liability of Joint
jointly for and in respect of all calls or instalments and other holders
payments which ought to be made in respect of such share.
(b) On the death of any one or more of such joint-holders, the survivor Death of one or
or survivors shall be the only person or persons recognized by the more joint-
Company as having any title to the share but the Board may holders
require such evidence of death as they may deem fit, and nothing
herein contained shall be taken to release the estate of a deceased
joint-holder from any liability on shares held by him jointly with
any other person.
(c) Any one of such joint holders may give effectual receipts of any Receipt of one
dividends, interests or other moneys payable in respect of such Sufficient
share.
(d) Only the person whose name stands first in the register of Delivery of
members as one of the joint-holders of any share shall be entitled certificate and
to the delivery of certificate, if any, relating to such share or to giving of notice to
receive notice (which term shall be deemed to include all relevant first named
documents) and any notice served on or sent to such person shall holder
be deemed service on all the joint-holders.
(e) (i) Any one of two or more joint-holders may vote at any meeting Vote of joint
either personally or by attorney or by proxy in respect of such holders
shares as if he were solely entitled thereto and if more than one of
such joint holders be present at any meeting personally or by proxy
or by attorney then that one of such persons so present whose name
stands first or higher (as the case may be) on the register in respect
of such shares shall alone be entitled to vote in respect thereof.
(ii) Several executors or administrators of a deceased member in whose Executors or
(deceased member) sole name any share stands, shall for the administrators as
purpose of this clause be deemed joint-holders. joint holders
(f) The provisions of these Articles relating to joint holders of shares Provisions as to
shall mutatis mutandis apply to any other securities including joint holders as to
debentures of the Company registered in joint names. shares to apply
mutatis mutandis
to debentures, etc.
Capitalization of profits
58. (1) The Company by ordinary resolution in general meeting may, upon the Capitalization
recommendation of the Board, resolve —
(a) that it is desirable to capitalize any part of the amount for the time
being standing to the credit of any of the Company’s reserve
accounts, or to the credit of the profit and loss account, or
otherwise available for distribution; and
565(b) that such sum be accordingly set free for distribution in the manner
specified in clause (2) below amongst the members who would
have been entitled thereto, if distributed by way of dividend and
in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be applied, subject Sum how applied
to the provision contained in clause (3) below, either in or towards:
(A) paying up any amounts for the time being unpaid on any shares
held by such members respectively;
(B) paying up in full, unissued shares or other securities of the
Company to be allotted and distributed, credited as fully paid-up,
to and amongst such members in the proportions aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that
specified in sub-clause (B).
(3) Subject to the provisions of the act, securities premium account , a Source of issue of
capital redemption reserve account or free reserves , for the purposes bonus issue
of this Article, be applied in the paying up of unissued shares to be
issued to members of the Company as fully paid bonus shares;
(4) The Board shall give effect to the resolution passed by the Company Articles to be
in pursuance of these Regulation. considered at the
time of passing of
Resolution
59. (1) Whenever such a resolution as aforesaid shall have been passed, the Powers of the
Board shall – Board for
capitalization
(a) make all appropriations and applications of the amounts resolved
to be capitalized thereby, and all allotments and issues of fully
paid shares or other securities, if any; and
(b) generally do all acts and things required to give effect thereto.
(2) The Board shall have power— Board’s power to
issue fractional
certificate/
coupon etc.
(a) to make such provisions, by the issue of fractional
certificates/coupons and may fix the value for distribution of any
specific assets, and may determine that such cash payments shall
be made to any members upon the footing of the value so fixed
or that fraction of value less than Rs.10/- (Rupees Ten Only) may
be disregarded in order to adjust the rights of all parties, and may
vest any such cash or specific assets in trustees upon such trusts
for the person entitled to the dividend or capitalised funds, as may
seem expedient to the Board. Where requisite, a proper contract
shall be delivered to the Registrar for registration in accordance
with Section 75 of the Act and the Board may appoint any person
566to sign such contract, on behalf of the persons entitled to the
dividend or capitalised fund, and such appointment shall be
effective. or by payment in cash or otherwise as it thinks fit, for
the case of shares or other securities becoming distributable in
fractions; and
(b) to authorize any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company providing
for the allotment to them respectively, credited as fully paid-up,
of any further shares or other securities to which they may be
entitled upon such capitalization, or as the case may require, for
the payment by the Company on their behalf, by the application
thereto of their respective proportions of profits resolved to be
capitalized, of the amount or any part of the amounts remaining
unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective and Agreement
binding on such members. binding on
members
(4) A general meeting may resolve that any surplus moneys arising from Surplus money to
the realisation of any capital assets of the Company, or any investments be distributed to
representing the same, or any other undistributed profits of the the members
Company, not subject to charge for income tax, be distributed among
the members on the footing that they receive the same as capital.
Buy-back of shares
60. Notwithstanding anything contained in these Articles but subject to all Buy-back of
applicable provisions of Section 68 to 70 or any other Applicable Laws shares
for the time being in force, the Company may purchase its own shares
or other specified securities.
The Company may purchase its own Shares or other specified
securities out of free reserves, the securities premium account or the
proceeds of issue of any Share or specified securities.
Subject to the provisions contained in sections 68 to 70 and all
applicable provisions of the Act and subject to such approvals,
permissions, consents and sanctions from the concerned authorities
and departments, including the SEBI, Registrar and the Reserve Bank
of India, if any, the Company may, by passing a special resolution at a
general meeting, purchase its own Shares or other specified securities
from its existing Shareholders on a proportionate basis and/or from the
open market and/or from the lots smaller than market lots of the
securities (odd lots), and/or the securities issued to the employees of
the Company pursuant to a scheme of stock options or sweat Equity,
from out of its free reserves or out of the securities premium account
of the Company or out of the proceeds of any issue made by the
Company specifically for the purpose, on such terms, conditions and
in such manner as may be prescribed by law from time to time;
provided that the aggregate of the securities so bought back shall not
exceed such number as may be prescribed under the Act or Rules made
from time to time.
567General meetings
61. All general meetings other than annual general meeting shall be called Extraordinary
extraordinary general meeting. general meeting
62. The Board may, whenever it thinks fit, call an extraordinary general Powers of Board
meeting. to call
extraordinary
general meeting
A The Board may, whenever it thinks fit, call an Extra-ordinary General Calling of Extra-
Meeting and it shall do so upon a requisition, in writing, by any ordinary General
member or members holding, in aggregate not less than one-tenth or Meeting
such other proportion or value, as may be prescribed, from time to
time, under the Act, of such of the paid-up capital as at that date carries
the right of voting in regard to the matter, in respect of which the
requisition has been made.
Any valid requisition so made by the members must state the object or
objects of the meeting proposed to be called, and must be signed by
the requisitionists and be deposited at the office, provided that such
requisition may consist of several documents, in like form, each of
which has been signed by one or more requisitionists.
Upon receipt of any such requisition, the Board shall forthwith call an
Extra-ordinary General Meeting and if they do not proceed within 21
(Twenty-one) days or such other lessor period, as may be prescribed,
from time to time, under the Act, from the date of the requisition, being
deposited at the office, to cause a meeting to be called on a day not
later than 45 (Forty-five) days or such other lessor period, as may be
prescribed, from time to time, under the Act, from the date of deposit
of the requisition, the requisitionists, or such of their number as
represent either a majority in value of the paid up Share capital held by
all of them or not less than one-tenth of such of the paid up Share
Capital of the Company as is referred to in Section 100(4) of the Act,
whichever is less, may themselves call the meeting, but, in either case,
any meeting so called shall be held within 3 (Three) months or such
other period, as may be prescribed, from time to time, under the Act,
from the date of the delivery of the requisition as aforesaid.
Any meeting called under the foregoing Articles by the requisitionists
shall be called in the same manner, as nearly as possible as that in
which such meetings are to be called by the Board.
Proceedings at general meetings
63. Subject to the provisions of the Act, the quorum for a general meetings Quorum
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 members up to 1000: 5 members personally present
Number of members 1000-5000: 15 members personally present
568Number of members more than 5000: 30 members personally present
64. No business shall be transacted at any general meeting unless a quorum Presence of
of members is present at the time when the meeting proceeds to Quorum
business.
65. No business shall be discussed or transacted at any general meeting Business confined
except election of Chairperson whilst the chair is vacant. to election of
Chairperson
whilst chair
vacant
(A) Not more than 15 (Fifteen) months or such other period, as may be Gap between two
prescribed, from time to time, under the Act, shall lapse between the Annual General
date of one Annual General Meeting and that of the next. Nothing Meetings
contained in the foregoing provisions shall be taken as affecting the
right conferred upon the Registrar under the provisions of the Act to
extend time within which any Annual General Meeting may be held.
(B) Every Annual General Meeting shall be called for a time during Time for Annual
business hours i.e., between 9 a.m. and 6 p.m., on a day that is not a General Meeting
National Holiday, and shall be held at the Office of the Company or at
some other place within the city, in which the Office of the Company
is situated, as the Board may think fit and determine and the notices
calling the Meeting shall specify it as the Annual General Meeting.
At least 21 (Twenty-one) days’ notice, of every general meeting, Dispatch of
Annual or Extra-ordinary, and by whomsoever called, specifying the documents before
day, date, place and hour of meeting, and the general nature of the Annual General
business to be transacted there at, shall be given in the manner Meeting
hereinafter provided, to such persons as are under these Articles
entitled to receive notice from the Company, provided that in the case
of an General Meeting, with the consent of members holding not less
than 95 per cent of such part of the paid up Share Capital of the
Company as gives a right to vote at the meeting, a meeting may be
convened by a shorter notice. In the case of an Annual General
Meeting of the Shareholders of the Company, if any business other
than
(i) the consideration of the Accounts, Balance Sheet and
Reports of the Board and the Auditors thereon
(ii) the declaration of dividend,
(iii) appointment of directors in place of those retiring,
(iv) the appointment of, and fixing the remuneration of, the
Auditors,
is to be transacted, and in the case of any other meeting, in respect of
any item of business, a statement setting out all material facts
concerning each such item of business, including, in particular, the
nature and extent of the interest, if any, therein of every director and
569manager, if any, where any such item of special business relates to, or
affects any other company, the extent of shareholding interest in that
other company or every director and manager, if any, of the Company
shall also be set out in the statement if the extent of such Share-holding
interest is not less than such percent, as may be prescribed, from time
to time, under the Act, of the paid-up Share Capital of that other
Company.
Where any item of business consists of the according of approval of
the members to any document at the meeting, the time and place, where
such document can be inspected, shall be specified in the statement
aforesaid.
The accidental omission to give any such notice as aforesaid to any of
the members, or the non-receipt thereof shall not invalidate any
resolution passed at any such meeting.
No general meeting, whether Annual or Extra-ordinary, shall be
competent to enter upon, discuss or transact any business which has
not been mentioned in the notice or notices upon which it was
convened.
66. If at any meeting no director is willing to act as Chairperson or if no Members to elect
director is present within fifteen minutes after the time appointed for a Chairperson
holding the meeting, the members present shall, by poll or
electronically, choose one of their members to be Chairperson of the
meeting.
67. On any business at any general meeting, in case of an equality of votes, Casting vote of
whether on a show of hands or electronically or on a poll, the Chairperson at
Chairperson shall have a second or casting vote. general meeting
68. (1) The Company shall cause minutes of the proceedings of every general Minutes of
meeting of any class of members or creditors and every resolution proceedings of
passed by postal ballot to be prepared and signed in such manner as meetings and
may be prescribed by the Rules and kept by making within thirty days resolutions
of the conclusion of every such meeting concerned or passing of passed by postal
resolution by postal ballot entries thereof in books kept for that purpose ballot
with their pages consecutively numbered.
(2) There shall not be included in the minutes any matter which, in the Certain matters
opinion of the Chairperson of the meeting – not to be included
in Minutes
(a) is, or could reasonably be regarded, as defamatory of any
person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the Company.
570(3) The Chairperson shall exercise an absolute discretion in regard to the Discretion of
inclusion or non-inclusion of any matter in the minutes on the grounds Chairperson in
specified in the aforesaid clause. relation to
Minutes
(4) The minutes of the meeting kept in accordance with the provisions of Minutes to be
the Act shall be evidence of the proceedings recorded therein. Evidence
69. (1) The books containing the minutes of the proceedings of any general Inspection of
meeting of the Company or a resolution passed by postal ballot shall: minute books of
general meeting
(a) be kept at the registered office of the Company; and
(b) be open to inspection of any member without charge, during
business hours on all working days.
(2) A body corporate, being a member, shall be deemed to be personally When body
present, if it is represented in accordance with and in the manner as corporate is
may be prescribed by, the applicable provisions of the Act. member of the
company
(3) Any member shall be entitled to be furnished, within the time Members may
prescribed by the Act, after he has made a request in writing in that obtain copy of
behalf to the Company and on payment of such fees as may be fixed minutes
by the Board, with a copy of any minutes referred to in clause (1)
above.
Adjournment of meeting
70. (1) The Chairman, with the consent of the meeting, may adjourn any Chairperson may
meeting, from time to time, and from place to place, in the city or town, adjourn the
in which the office of the Company is situated meeting
(2) No business shall be transacted at any adjourned meeting other than Business at
the business left unfinished at the meeting from which the adjournment adjourned
took place. meeting
(3) If, at the expiration of half an hour from the time appointed for holding Adjournment in
a meeting of the Company, a quorum shall not be present, then the case quorum is
meeting, if convened by or upon the requisition of members, shall not present
stand dissolved, but in any other case, it shall stand adjourned meeting
also, a quorum is not present, at the expiration of half an hour from the
time appointed for holding the meeting, the members present shall be
a quorum, and may transact the business for which the meeting was
called adjourned to such time on the following day or such other day
and to such place, as the Board may determine, and, if no such time
and place be determined, to the same day in the next week, at the same
time and place in the city or town in which the office of the Company
is, for the time being, situate, as the Board may determine, and, if at
such
(4) When a meeting is adjourned for thirty days or more, notice of the Notice of
adjourned meeting shall be given as in the case of an original meeting. adjourned
meeting
571(5) Save as aforesaid, and save as provided in the Act, it shall not be Notice of
necessary to give any notice of an adjournment or of the business to be adjourned
transacted at an adjourned meeting. meeting not
required
Voting rights
71. Subject to any rights or restrictions for the time being attached to any Entitlement to
class or classes of shares - vote on show of
hands and on poll
(a) on a show of hands, every member present in person shall have
one vote; and
(b) on a poll, the voting rights of members shall be in proportion to
his share in the paid-up Equity Share capital of the company.
(c) every member, not disqualified by these articles shall be entitled to
be present, speak and vote at such meeting, and, on a show of hands,
every member, present in person
(d) Provided, however, if any preference Shareholder be present at any
meeting of the Company, subject to the provision of section 47, he
shall have a right to vote only on resolutions, placed before the
meeting, which directly affect the rights attached to his Preference
Shares.
72. If a poll is duly demanded in accordance with the provisions of Section Taking of poll
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.
73. A member may exercise his vote at a meeting by electronic means in Voting through
accordance with Section 108 and shall vote only once. electronic means
(The Company shall also provide e-voting facility to the Shareholders
of the Company in terms of the provisions of the Companies
(Management and Administration) Rules, 2014, the SEBI Listing
Regulations or any other Law, if applicable to the Company
74. (1) In the case of joint holders, the vote of the senior who tenders a vote, Vote of joint
whether in person or by proxy, shall be accepted to the exclusion of holders, proxy
the votes of the other joint holders.
The proxy so appointed shall not have any right to speak at the
meeting.
Several executors or administrators of a deceased member in whose
name Shares stand shall, for the purpose of these Articles, be deemed
joint holders thereof.
(2) For this purpose, seniority shall be determined by the order in which Seniority of
the names stand in the register of members. names
572Such person shall alone be entitled to speak and to vote in respect of
such Shares, but the other of the joint holders shall be entitled to be
present at the meeting.
75. A member of unsound mind, or in respect of whom an order has been How members
made by any court having jurisdiction in lunacy, may vote, whether on non compos
a show of hands or on a poll, by his committee or other legal guardian, mentis and minor
and any such committee or guardian may, on a poll, vote by proxy. If may vote
any member be a minor, the vote in respect of his share or shares shall
be by his guardian or any one of his guardians.
76. Any business other than that upon which a poll has been demanded Voting by poll
may be proceeded with, pending the taking of the poll.
At any general meeting, a resolution put to the vote of the meeting shall
be decided on a show of hands, unless a poll is demanded, before or
on the declaration of the result of the show of hands, by any member
or members present in person or by proxy and holding Shares in the
Company, which confer a power to vote on the resolution not being
less than one-tenth or such other proportion as may statutorily be
prescribed, from time to time, under the Act, of the total voting power,
in respect of the resolution or on which an aggregate sum of not less
than Rs. 500,000/- or such other sum as may statutorily be prescribed,
from time to time, under the Act, has been paid up, and unless a poll is
demanded, a declaration by the Chairman that a resolution has, on a
show of hands, been carried unanimously or by a particular majority,
or has been lost and an entry to that effect in the minutes book of the
Company shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of or against that
resolution.
If a poll is demanded as aforesaid, the same shall subject to the clause
herein with respect to the election of chairman and question of
adjournment of meeting hereunder, be taken at such place as may be
decided by the Board, at such time not later than 48 (Forty-eight) hours
from the time when the demand was made and place in the city or town
in which the office of the Company is, for the time being, situated, and,
either by open voting or by ballot, as the Chairman shall direct, and
either at once or after an interval or adjournment, or otherwise, and the
result of the poll shall be deemed to be resolution of the meeting at
which the poll was demanded. The demand for a poll may be
withdrawn at any time by the persons, who made the demand.
Where a poll is to be taken, the Chairman of the meeting shall appoint
one or, at his discretion, two scrutinisers, who may or may not be
members of the Company to scrutinise the votes given on the poll and
to report thereon to him, subject to that one of the scrutinisers so
appointed shall always be a member, not being an officer or employee
of the Company, present at the meeting, provided that such a member
is available and willing to be appointed. The Chairman shall have
power, at any time, before the result of the poll is declared, to remove
a scrutiniser from office and fill the vacancy so caused in the office of
a scrutiniser arising from such removal or from any other cause.
573Any poll duly demanded on the election of a Chairman of a meeting or
on any question of adjournment of the meeting shall be taken forthwith
at the same meeting.
The demand for a poll, except on questions of the election of the
Chairman and of an adjournment thereof, shall not prevent the
continuance of a meeting for the transaction of any business other than
the question on which the poll has been demanded.
On a poll taken at a meeting of the Company, a member entitled to
more than one vote, or his proxy or other person entitled to vote for
him, as the case may be, need not, if he votes, use all his votes or cast
in the same way all the votes, he uses
No objections shall be made to the validity of any vote, except at any
meeting or poll at which such vote shall be tendered, and every vote,
whether given personally or by proxy, or not disallowed at such
meeting or on a poll, shall be deemed as valid for all purposes of such
meeting or a poll whatsoever.
77. No member shall be entitled to vote at any general meeting unless all Restriction on
calls or other sums presently payable by him in respect of shares in the voting rights
Company have been paid or in regard to which the Company has
exercised any right of Lien.
78. A member is not prohibited from exercising his voting on the ground Restriction on
that he has not held his share or other interest in the Company for any exercise of voting
specified period preceding the date on which the vote is taken, or on rights in other
any other ground not being a ground set out in the preceding Article. cases to be void
79. Any member whose name is entered in the register of members of the Equal rights of
Company shall enjoy the same rights and be subject to the same members
liabilities as all other members of the same class.
Proxy
80. (1) Any member entitled to attend and vote at a general meeting may do Member may vote
so either personally or through his constituted attorney or through in person or
another person as a proxy on his behalf, for that meeting. otherwise
A member, present by proxy, shall be entitled to vote only on a poll.
(2) The instrument appointing a proxy and the power-of attorney or other Proxies when to
authority, if any, under which it is signed or a notarized copy of that be deposited
power or authority, shall be deposited at the registered office of the
Company not less than 48 hours before the time for holding the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote, and in default the instrument of proxy
shall not be treated as valid.
574No instrument appointing a proxy shall be a valid after the expiration
of 12 (Twelve) months or such other period as may be prescribed under
the Laws, for the time being, in force, or if there shall be no law, then
as may be decided by the Directors, from the date of its execution.
81. An instrument of Proxy may state the appointment of a proxy either Form of proxy
for the purpose of a particular meeting specified in the instrument and
any adjournment thereof or it may appoint for the purpose of every
meeting of the Company or of every meeting to be held before a date
specified in the instrument and every adjournment of any such
meeting. An instrument appointing a proxy shall be in the form as
prescribed in the Rules.
Every Instrument of proxy, whether for a specified meeting or
otherwise, shall, as nearly as circumstances thereto will admit, be in
any of the forms as may be prescribed from time to time
82. A vote given in accordance with the terms of an instrument of proxy Proxy to be valid
shall be valid, notwithstanding the previous death or insanity of the notwithstanding
principal or the revocation of the proxy or of the authority under which death of the
the proxy was executed, or the transfer of the shares in respect of which principal
the proxy is given:
Provided that no intimation in writing of such death, insanity,
revocation or transfer shall have been received by the Company at its
office before the commencement of the meeting or adjourned meeting
at which the proxy is used.
(A) Every proxy, whether a member or not, shall be appointed, in writing, Manner of
under the hand of the appointer or his attorney, or if such appointer is appointment of
a body corporate under the common seal of such corporate, or be proxy
signed by an officer or officers or any attorney duly authorised by it or
them, and, for a member of unsound mind or in respect of whom an
order has been made by a court having jurisdiction in lunacy, any
committee or guardian may appoint such proxy.
Board of Directors
83. Unless otherwise determined by the Company in general meeting, the Board of
number of directors shall not be less than 3 (three) and shall not be Directors
more than fifteen (fifteen), provided that the Company may appoint
more than fifteen directors after passing a special resolution. The
Company shall have at the minimum such number of independent
Directors on the Board of the Company, as may be required in terms
of the provisions of applicable law. In addition, not less than two-thirds
of the total number of Directors shall be persons whose period of office
is liable to determination by retirement of Directors by rotation. The
Company shall also comply with the provisions of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the
provisions of the SEBI Listing Regulations.
84. Subject to the provisions of the Act, the Board shall appoint Independent
Independent Directors, who shall have appropriate experience and Director
qualifications to hold a position of this nature on the Board.
(i) The Directors may appoint such number of Independent Directors
as are required under Section 149 of the Companies Act, 2013 or the
575SEBI(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 the 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
the SEBI(Listing Obligations and Disclosure Requirements)
Regulations,2015 and shall not be liable to retire by rotation.
A The Directors shall not be required to hold any qualification shares in Qualification
the Company. shares
85. (1) The Board of Directors shall appoint the Chairperson of the Company. Chairperson and
Managing
Director
The same individual may, at the same time, be appointed as the
Chairperson as well as the Managing Director of the Company.
(2) At every Annual General Meeting of the Company, one-third of such Directors liable to
of the Directors, for the time being, as are liable to retire by rotation or retire by rotation
if their number is not three or a multiple of three, the number nearest
to one-third shall retire from Office. The Independent, Nominee,
Special and Debenture Directors Managing Directors, if any, shall not
be subject to retirement under this clause and shall not be taken into
account in determining the rotation of retirement or the number of
directors to retire, subject to Section 152 and other applicable
provisions, if any, of the Act.
If the Managing Director ceases to hold the office of director, he shall
ipso-facto and forthwith ceases to hold the office of Managing
Director.
Subject to Section 152 of the Act, the directors, liable to retire by
rotation, at every annual general meeting, shall be those, who have
been longest in Office since their last appointment, but as between the
persons, who became Directors on the same day, and those who are
liable to retire by rotation, shall, in default of and subject to any
agreement among themselves, be determined by lot.
A retiring director shall be eligible for re-election and shall act as a
director throughout the meeting at which he retires.
Subject to Section 152 of the Act, the Company, at the general meeting
at which a director retires in manner aforesaid, may fill up the vacated
Office by electing a person thereto.
576If the place of retiring director is not so filled up and further the
meeting has not expressly resolved not to fill the vacancy, the meeting
shall stand adjourned till the same day in the next week, at the same
time and place or if that day is a public holiday, till the next succeeding
day, which is not a public holiday, at the same time and place.
If at the adjourned meeting also, the place of the retiring director is not
filled up and that meeting also has not expressly resolved not to fill the
vacancy, the retiring director shall be deemed to have been re-
appointed at the adjourned meetings, unless:-
(a) at that meeting or at the previous meeting, resolution for the
re-appointment of such director has been put to the meeting and lost;
(b) the retiring director has, by a notice, in writing, addressed to
the Company or its Board, expressed his unwillingness to be so re-
appointed;
(c) he is not qualified, or is disqualified, for appointment.
(d) a resolution, whether special or ordinary, is required for the
appointment or reappointment by virtue of any provisions of the Act;
or
(e) Section 162 of the Act is applicable to the case.
86. (1) a. Subject to the provisions of the Act, the Directors may, with the Remuneration of
sanction of a Special Resolution passed in the General Meeting Directors
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.
b. 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.
(2) The remuneration payable to the directors, including manager, if any, Remuneration to
shall be determined in accordance with and subject to the provisions require members’
of the Act by an ordinary resolution passed by the Company in general consent
meeting.
(3) In addition to the remuneration payable to them in pursuance of the Travelling and
Act, the directors may be paid all travelling, hotel and other expenses other expenses
properly incurred by them—
(a) in attending and returning from meetings of the Board of
Directors or any committee thereof or general meetings of the
Company; or
577(b) in connection with the business of the Company.
(c) and if any director be called upon to go or reside out of the
ordinary place of his residence for the Company’s business, he shall
be entitled to be repaid and reimbursed of any travelling or other
expenses incurred in connection with business of the Company. The
Board may also permit the use of the Company’s car or other vehicle,
telephone(s) or any such other facility, by the director, only for the
business of the Company.
(4) Subject to the provisions of these Articles and the provisions of the Sitting Fees
Act, the Board may, decide to pay a Director out of funds of the
Company by way of sitting fees, within the ceiling prescribed under
the Act, a sum to be determined by the Board for each meeting of the
Board or any committee or sub-committee thereof attended by him in
addition to his traveling, boarding and lodging and other expenses
incurred
(5) Subject to the provisions of the Act, a director, who is neither in the Remuneration of
Whole-time employment nor a Managing Director, may be paid director who is
remuneration either; neither in the
Whole-time
employment nor a
Managing
(a) by way of monthly, quarterly or annual payment with the Director
approval of the Central Government; or
(b) by way of commission, if the Company, by a special
resolution, authorises such payment.
(iv) The fee payable to a director, excluding a Managing or Whole
time Director, if any, for attending a meeting of the Board or
Committee thereof shall be such sum, as the Board may, from time to
time, determine, but within and subject to the limit prescribed by the
Central Government pursuant to the provisions, for the time being,
under the Act.
87. The Board may authorise any such delegate or attorney as aforesaid to Power to
sub-delegate all or any of the powers and authorities for the time being authorise sub
vested in him. delegation
Appointment and Remuneration of Directors
88. Subject to the provisions of section 196, 197 and read with schedule V Appointment of
of the Companies Act, 2013 and other provisions of the Act, the Rules, Managing
Law including the provisions of the SEBI Listing Regulations, and Director and
these Articles, the Board of Directors, may from time to time, appoint Whole-Time
one or more of the Directors to be Managing Director or Managing Director
Directors or other whole-time Director(s) of the Company, for a term
not exceeding five years at a time and may, from time to time, (subject
to the provisions of any contract between him or them and the
Company) remove or dismiss him or them from office and appoint
another or others in his or their place or places and the remuneration
of Managing or Whole-Time Director(s) by way of salary and
commission or paid remuneration either by way of a monthly payment
or at a specified percentage of the net profits of the Company or partly
by one way and partly by the other, or in any other manner, as may be,
from time to time, permitted under the Act or as may be thought fit and
proper by the Board or, if prescribed under the Act, by the Company
578in general meeting. The Board shall have the power to pay
remuneration to such director for his services rendered.
Subject to the superintendence, directions and control of the Board, the
Managing Director or Managing Directors shall exercise the powers,
except to the extent mentioned in the matters, in respect of which
resolutions are required to be passed only at the meeting of the Board,
under Section 179 of the Act and the rules made thereunder.
89. (1) Subject to the provisions of section 196, 197 and 188 read with Managerial
Schedule V to the Act, the Directors shall be paid such further Remuneration
remuneration, whether in the form of monthly payment or by a
percentage of profit or otherwise, as the Company in General meeting
may, from time to time, determine and such further remuneration shall
be divided among the Directors in such proportion and in such manner
as the Board may, from time to time, determine and in default of such
determination shall be divided among the Directors equally or if so
determined paid on a monthly basis.
(2) Subject to the provisions of these Articles, and the provisions of the Payment for
Act, if any Director, being willing, shall be called upon to perform Extra Service
extra service or to make any special exertions in going or residing away
from the place of his normal residence for any of the purposes of the
Company or has given any special attendance for any business of the
Company, the Company may remunerate the Director so doing either
by a fixed sum or otherwise as may be determined by the Director
90. All cheques, promissory notes, drafts, hundis, bills of exchange and Execution of
other negotiable instruments, and all receipts for monies paid to the negotiable
Company, shall be signed, drawn, accepted, endorsed, or otherwise instruments
executed, as the case may be, by such person and in such manner as
the Board shall from time to time by resolution determine.
91. (1) Subject to the provisions of the Act, the Board shall have power at any Appointment of
time, and from time to time, to appoint a person as an additional additional
director, provided the number of the directors and additional directors directors
together shall not at any time exceed the maximum strength fixed for
the Board by the Articles.
(2) Such person shall hold office only up to the date of the next annual Duration of office
general meeting of the Company but shall be eligible for appointment of additional
by the Company as a director at that meeting subject to the provisions director
of the Act.
92. The Directors shall appoint one women director as per the Women Director
requirements of section 149 of the Act and as SEBI (LODR)
Regulations, 2015.
93. Key Managerial Personnel Key Managerial
Personal
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
579are 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
94. (1) (a) The Board may appoint an Alternate Director to act for a Director Appointment of
hereinafter called in this clause “the Original Director” during his alternate director
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.
(2) An alternate director shall not hold office for a period longer than that Duration of office
permissible to the Original Director in whose place he has been of alternate
appointed and shall vacate the office if and when the Original Director director
returns to India
(3) If the term of office of the Original Director is determined before he Re-appointment
returns to India the automatic reappointment of retiring directors in provisions
default of another appointment shall apply to the Original Director and applicable to
not to the alternate director. Original Director
95. (1) If the office of any director appointed by the Company in general Appointment of
meeting is vacated before his term of office expires in the normal director to fill a
course, the resulting casual vacancy may, be filled by the Board of casual vacancy
Directors at a meeting of the Board.
(2) The director so appointed shall hold office only up to the date upto Duration of office
which the director in whose place he is appointed would have held of Director
office if it had not been vacated. appointed to fill
casual vacancy
(3) The office of director shall be vacated, pursuant to the provisions of Manner of
section 164 and section 167 of the Companies Act, 2013. Further, the vacation of office
Director may resign his office by giving notice to the Company of director
pursuant to section 168 of the Companies Act, 2013
Subject to the provisions of Section 149 of the Act, the Company may,
by special resolution, from time to time, increase or reduce the number
of directors, and may alter their qualifications and the Company may,
subject to the provisions of Section 169 of the Act, remove any director
before the expiration of his period of Office and appoint another
qualified person in his stead. The person so appointed shall hold Office
during such time as the director, in whose place he is appointed, would
have held, had he not been removed.
(4) If it is provided by the Trust Deed, securing or otherwise, in connection Debenture
with any issue of Debentures of the Company, that any person or Director
persons shall have power to nominate a director of the Company, then
in the case of any and every such issue of Debentures, the person or
persons having such power may exercise such power, from time to
time, and appoint a director accordingly. Any director so appointed is
hereinafter referred to as “the Debenture Director”. A Debenture
Director may be removed from Office, at any time, by the person or
persons in whom, for the time being, is vested the power, under which
580he was appointed, and another director may be appointed in his place.
A Debenture Director shall not be required to hold any qualification
Share(s) in the Company.
(5) (i) No person, not being a retiring director, shall be eligible for Right of Persons
appointment to the office of director at any general meeting unless he Other than
or some member, intending to propose him, has, not less than 14 retiring Directors
(Fourteen) days or such other period, as may be prescribed, from time to Stand for
to time, under the Act, before the meeting, left at the Office of the Directorship
Company, a notice, in writing, under his hand, signifying his
candidature for the Office of director or an intention of such member
to propose him as a candidate for that office, along with a deposit of
Rupees One lakh or such other amount as may be prescribed, from time
to time, under the Act, which shall be refunded to such person or, as
the case may be, to such member, if the person succeeds in getting
elected as a director or gets more than twenty-five per cent of total
valid votes cast either on show of hands or on poll on such resolution.
(ii) Every person, other than a director retiring by rotation or
otherwise or a person who has left at the Office of the Company a
notice under Section 160 of the Act signifying his candidature for the
Office of a director, proposed as a candidate for the Office of a director
shall sign and file with the Company, the consent, in writing, to act as
a director, if appointed.
(iii) A person, other than a director re-appointed after retirement
by rotation immediately on the expiry of his term of Office, or an
Additional or Alternate Director, or a person filling a casual vacancy
in the Office of a director under Section 161 of the Act, appointed as a
director or reappointed as a director immediately on the expiry of his
term of Office, shall not act as a director of the Company, unless he
has, within thirty days of his appointment, signed and filed with the
Registrar his consent, in writing, to act as such director.
(6) The Company shall keep at its Office a Register containing the
particulars of its directors and key managerial personnel and their
shareholding as mentioned in Section 170 of the Act, and shall Register of
otherwise comply with the provisions of the said Section in all Directors and key
respects. Managerial
Personnel and
their
Shareholding
Every director and Key Managerial Personnel within a period of thirty
days of his appointment, or relinquishment of his office, as the case
may be, disclose to the company the particulars specified in sub-
section (1) of section 184 relating to his concern or interest in any
company or companies or bodies corporate (including shareholding
interest), firms or other association which are required to be included
in the register under that section 189 of the Companies Act, 2013.
Powers of Board
58196. (1) The management of the business of the Company shall be vested in the General powers
Board and the Board may exercise all such powers, and do all such acts of the Company
and things, as the Company is by the Memorandum or otherwise vested in Board
authorized to exercise and do, and, not hereby or by the statute or
otherwise directed or required to be exercised or done by the Company
in general meeting but subject nevertheless to the provisions of the Act
and other Applicable Laws and of the Memorandum and these Articles
and to any regulations, not being inconsistent with the Memorandum
and these Articles or the Act, from time to time made by the Company
in general meeting provided that no such regulation shall invalidate
any prior act of the Board which would have been valid if such
regulation had not been made.
(2) Without prejudice to the general powers as well as those under the Act, Powers of the
and so as not in any way to limit or restrict those powers, and without Board
prejudice to the other powers conferred by these Articles or otherwise,
it is hereby declared that the Directors shall have, inter alia, the
following powers, that is to say, power -
(i) to pay the costs, charges and expenses, preliminary and
incidental to the promotion, formation, establishment and registration
of the Company;
(ii) to pay and charge, to the account of the Company, any
commission or interest lawfully payable thereon under the provision
of the Act;
(iii) subject to the provisions of the Act, to purchase or otherwise
acquire for the Company any property, rights or privileges, which the
Company is authorised to acquire, at or for such price or consideration
and generally on such terms and conditions as they may think fit and
being in the interests of the Company, and in any such purchase or
other acquisition to accept such title or to obtain such right as the
directors may believe or may be advised to be reasonably satisfactory;
(iv) at their discretion and subject to the provisions of the Act, to
pay for any property, right or privileges acquired by or services
rendered to the Company, either wholly or partially, in cash or in
Shares, Bonds, Debentures, mortgages, or other securities of the
Company, and any such Shares may be issued either as fully paid up,
with such amount credited as paid up thereon, as may be agreed upon,
and any such bonds, Debentures, mortgages or other securities may
either be specifically charged upon all or any part of the properties of
the Company and its uncalled capital or not so charged;
(v) to secure the fulfilment of any contracts or engagement
entered into by the Company or, in the interests or for the purposes of
this Company, by, with or against any other Company, firm or person,
by mortgage or charge of all or any of the properties of the Company
and its uncalled capital, for the time being, or in such manner and to
such extent as they may think fit;
582(vi) to accept from any member, as far as may be permissible by
law, a surrender of his Shares or any part thereof, whether under buy-
back or otherwise, on such terms and conditions as shall be agreed
mutually, and as may be permitted, from time to time, under the Act
or any other Law or the Regulations, for the time being, in force,
(vii) to appoint any person to accept and hold in trust, for the
Company, any property belonging to the Company, in which it is
interested, or for any other purposes, and execute and do all such deeds
and things as may be required in relation to any trust, and to provide
for the remuneration of such trustee or trustees;
(viii) to institute, conduct, defend, compound or abandon any legal
proceedings by or against the Company or its Officers, or otherwise
concerning the affairs of the Company, and also to compound and
allow time for payment or satisfaction of any debts, due and of any
differences to arbitration and observe and perform any awards made
thereon;
(ix) to act on behalf of the Company in all matters relating to
bankruptcy and insolvents;
(x) to make and give receipts, releases and other discharges for
moneys payable to the Company and for the claims and demands of
the Company;
(xi) subject to the applicable provisions of the Act, to invest and
deal with any moneys of the Company not immediately required for
the purposes thereof upon such security, not being Shares of this
Company, or without security and in such manner, as they may think
fit, and from time to time, to vary or realise such investments, save as
provided in Section 49 of the Act, all investments shall be made and
held in the Company’s own name;
(xii) to execute, in the name and on behalf of the Company, in
favour of any director or other person, who may incur or be about to
incur any personal liability whether as principal or surety, for the
benefit or purposes of the Company, such mortgages of the Company’s
property, present and future, as they may think fit, and any such
mortgage may contain a power of sale and such other powers,
provisions, covenants and agreements as shall be agreed upon;
(xiii) to determine from time to time, who shall be entitled to sign,
on behalf of the Company, bills, invoices, notes, receipts, acceptances,
endorsements, cheques, dividend warrants, releases, contracts and or
any other document or documents and to give the necessary authority
for such purpose, and further to operate the banking or any other kinds
583of accounts, maintained in the name of and for the business of the
Company;
(xiv) to distribute, by way of bonus, incentive or otherwise,
amongst the employees of the Company, a Share or Shares in the
profits of the Company, and to give to any staff, officer or others
employed by the Company a commission on the profits of any
particular business or transaction, and to charge any such bonus,
incentive or commission paid by the Company as a part of the
operational expenditure of the Company;
(xv) to provide for the welfare of directors or ex-directors,
Shareholders, for the time being, or employees or ex-employees of the
Company and their wives, widows and families or the dependents or
connections of such persons, by building or contributing to the
building of houses or dwellings, or grants of moneys, whether as a gift
or otherwise, pension, gratuities, allowances, bonus, loyalty bonuses
or other payments, also whether by way of monetary payments or
otherwise, or by creating and from time to time, subscribing or
contributing to provident and other association, institutions, funds or
trusts and by providing or subscribing or contributing towards places
of worship, instructions and recreation, hospitals and dispensaries,
medical and other attendance and other assistance, as the Board shall
think fit, and to subscribe or contribute or otherwise to assist or to
guarantee money to charitable, benevolent, religious, scientific,
national or other institutions or objects, which shall have any moral or
other claim to support or aid by the Company, either by reason of
locality or place of operations, or of public and general utility or
otherwise;
(xvi) before recommending any dividend, to set aside out of the
profits of the Company such sums, as the Board may think proper, for
depreciation or to a Depreciation Fund, or to an Insurance Fund, a
Reserve Fund, Capital Redemption Fund, Dividend Equalisation Fund,
Sinking Fund or any Special Fund to meet contingencies or to repay
debentures or debenture-stock, or for special dividends or for
equalising dividends or for repairing, improving, extending and
maintaining any of the property of the Company and for such other
purposes, including the purposes referred to in the preceding clause, as
the Board may, in their absolute discretion, think conducive to the
interests of the Company and, subject to the provisions of the Act, to
invest the several sums so set aside or so much thereof, as required to
be invested, upon such investments, other than shares of the Company,
as they may think fit, and from time to time, to deal with and vary such
investments and dispose of and apply and expend all or any part thereof
for the benefit of the Company, in such manner and for such purposes,
as the Board, in their absolute discretion, think conducive to the
interests of the Company, notwithstanding, that the matter, to which
the Board apply or upon which they expend the same, or any part
thereof, may be matters to or upon which the capital moneys of the
Company might rightly be applied or expended, and to divide the
Reserve Fund into such special funds, as the Board may think fit, with
full power to transfer the whole or any portion of a Reserve Fund or
divisions of a Reserve Fund and with full powers to employ the assets
584constituting all or any of the above funds, including the Depreciation
Fund, in the business of the Company or in the purchase of or
repayment of debentures or debenture stock and without being bound
to keep the same separate from the other assets and without being
bound to pay interest on the same with power however to the Board at
their discretion to pay or allow to the credit of such funds interest at
such rate as the Board may think proper, subject to the provisions of
the applicable laws, for the time being, in force.
(xvii) to appoint and at their discretion, remove or suspend such
general managers, secretaries, assistants, supervisors, clerks, agents
and servants or other employees, in or for permanent, temporary or
special services, as they may, from time to time, think fit, and to
determine their powers and duties and to fix their salaries, emoluments
or remuneration of such amount, as they may think fit.
(xviii) to comply with the requirements of any local laws, Rules or
Regulations, which, in their opinion, it shall, in the interests of the
Company, be necessary or expedient to comply with.
(xix) at any time, and from time to time, by power of attorney,
under the Seal of the Company, to appoint any person or persons to be
the attorney or attorneys of the Company, for such purposes and with
such powers, authorities and discretions, not exceeding those vested in
or exercisable by the Board under these presents and excluding the
powers to make calls and excluding also except in their limits
authorised by the Board the power to make loans and borrow moneys,
and for such period and subject to such conditions as the Board may,
from time to time, think fit, and any such appointment may, if the
Board thinks fit, be made in favour of the members or in favour of any
Company, or the Share-holders, directors, nominees, or managers of
any Company or firm or otherwise in favour of any fluctuating body
of persons whether nominated directly or indirectly by the Board and
any such Power of Attorney may contain such powers for the
protection of convenience of person dealing with such Attorneys, as
the Board may think fit, and may contain powers enabling any such
delegates all or any of the powers, authorities and discretions, for the
time being, vested in them;
(xx) Subject to the provisions of the Act, for or in relation to any
of the matters, aforesaid or otherwise, for the purposes of the
Company, to enter into all such negotiations and contracts and rescind
and vary all such contracts, and execute and do all such contracts, and
execute and do all such acts, deeds and things in the name and on
behalf of the Company, as they may consider expedient;
(xxi) from time to time, make, vary and repeal bylaws for the
regulation of the business of the Company, its Officers and Servants.
Proceedings of the Board
58597. (1) The Board of Directors may meet for the conduct of business, adjourn When meeting to
and otherwise regulate its meetings, as it thinks fit. be convened
Provided, that the Board of Directors shall hold meetings at least once
in every three months and at least four times every calendar year in
such a manner that not more than one hundred and twenty days (120)
days shall intervene between two consecutive meetings of the Board.
(2) The Chairperson or any one Director with the previous consent of the Who may
Chairperson may, or the company secretary on the direction of the summon Board
Chairperson shall, at any time, summon a meeting of the Board. meeting
(3) The quorum for a Board meeting shall be as provided in the Act. Quorum for
Board meetings
Provided that where, at any time, the number of interested directors
exceeds or is equal to two-thirds of the total strength the number of the
remaining directors, that is to say, the number of directors who are not
interested, present at the meeting, being not less than two, shall be the
quorum, during such time.
If a meeting of the Board could not be held for want of quorum, then
the meeting shall automatically stand adjourned for 30 minutes in the
same day and at same place.
A meeting of the Board, at which a quorum is present, shall be
competent to exercise all or any of the authorities, powers and
discretions, which, by or under the Act or the Articles of the Company,
are, for the time being, vested in or exercisable by the Board generally.
(4) The participation of directors in a meeting of the Board may be either Participation at
in person or through video conferencing or audio visual means or Board meetings
teleconferencing, which are capable of recording and recognising the
participation of the directors and of recording and storing the
proceedings of such meetings along with date and time subject to the
rules as may be prescribed.
(5) At least 7 (seven) Days’ written notice shall be given in writing to Notice of Board
every Director by hand delivery or by speed-post or by registered post meetings
or by facsimile or by email or by any other electronic means, either (i)
in writing, or (ii) by fax, e-mail or other approved electronic
communication, receipt of which shall be confirmed in writing as soon
as is reasonably practicable, to each Director, setting out the agenda
for the meeting in reasonable detail and attaching the relevant papers
to be discussed at the meeting and all available data and information
relating to matters to be discussed at the meeting except as otherwise
agreed in writing by all the Directors.
Subject to the provisions of section 173(3) meeting may be called at
shorter notice.
58698. (1) Subject to the restrictive provisions of any agreement or understanding Questions at
as entered into by the Company with any other person(s) such as the Board meeting
collaborators, financial institutions, etc. and save as otherwise how decided
expressly provided in the Act, questions arising at any meeting of the
Board shall be decided by a majority of votes.
(2) In case of an equality of votes, the Chairperson of the Board, if any, Casting vote of
shall have a second or casting vote. Chairperson at
Board meeting
99. The continuing directors may act notwithstanding any vacancy in the Directors not to
Board; but, if and so long as their number is reduced below the quorum act when number
fixed by the Act for a meeting of the Board, the continuing directors falls below
or director may act for the purpose of increasing the number of minimum
directors to that fixed for the quorum, or of summoning a general
meeting of the Company, but for no other purpose.
100. (1) The Chairperson of the Company shall be the Chairperson at meetings Who to preside at
of the Board. In his absence, the Board may elect a Chairperson of its meetings of the
meetings and determine the period for which he is to hold office. Board
(2) If no such Chairperson is elected, or if at any meeting the Chairperson Directors to elect
is not present within Five minutes after the time appointed for holding a Chairperson
the meeting, the directors present may choose one of their number to
be Chairperson of the meeting
101. (1) The Board may, subject to the provisions of the Act, delegate any of Delegation of
its powers to Committees consisting of such member or members of powers
its body as it thinks fit.
(2) Any Committee so formed shall, in the exercise of the powers so Committee to
delegated, conform to any regulations that may be imposed on it by the conform to Board
Board. All acts done by any such committee of the Board, in regulations
conformity with such regulations, and in fulfilment of the purposes of
their appointment but not otherwise, shall have the like force and effect
as if were done by the Board.
(3) The participation of directors in a meeting of the Committee may be Participation at
either in person or through video conferencing or audio visual means Committee
or teleconferencing, as may be prescribed by the Rules or permitted meetings
under Applicable Laws.
102. (1) A Committee may elect a Chairperson of its meetings unless the Board, Chairperson of
while constituting a Committee, has appointed a Chairperson of such Committee
Committee.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson Who to preside at
is not present within Five minutes after the time appointed for holding meetings of
the meeting, the members present may choose one of their members to Committee
be Chairperson of the meeting.
103. (1) A Committee may meet and adjourn as it thinks fit. Committee to
meet
(2) Questions arising at any meeting of a Committee shall be determined Questions at
by a majority of votes of the members present. Committee
meeting how
decided
587(3) In case of an equality of votes, the Chairperson of the Committee shall Casting vote of
have a second or casting vote. Chairperson at
Committee
meeting
104. The meetings and proceedings of any meeting of such Committee of Acts of Board or
the Board, consisting of two or more members, shall be governed by Committee valid
the provisions contained herein for regulating the meetings and notwithstanding
proceedings of the meetings of the directors, so far as the same are defect of
applicable thereto and are not superseded by any regulations made by appointment
the Directors under these Articles
All acts done in any meeting of the Board or of a Committee thereof
or by any person acting as a director, shall, notwithstanding that it may
be afterwards discovered that there was some defect in the appointment
of any one or more of such directors or of any person acting as
aforesaid, or that they or any of them were disqualified or that his or
their appointment had terminated, be as valid as if every such director
or such person had been duly appointed and was qualified to be a
director.
105. Save as otherwise expressly provided in the Act, a resolution in Passing of
writing, signed and has been circulated in draft, together with the resolution by
necessary papers, if any, to all the directors or to all the members of Circulation
the Committee, then in India, not being less in number than the quorum
fixed for a meeting of the Board or Committee, as the case may be, and
to all the directors or to all the members of the Committee, at their
usual addresses in India and has been approved, in writing, by such of
the directors or members of the Committee as are then in India, or by
a majority of such of them, as are entitled to vote on the resolution.
whether manually or by secure electronic mode, shall be valid and
effective as if it had been passed at a meeting of the Board or
Committee, duly convened and held.
106. (1) Subject to the provisions of the Act, - Chief Executive
Officer, etc.
A chief executive officer, manager, company secretary and chief
financial officer may be appointed by the Board for such term, at such
remuneration and upon such conditions as it may think fit; and any
chief executive officer, manager, company secretary and chief
financial officer so appointed may be removed by means of a
resolution of the Board; the Board may appoint one or more chief
executive officers for its multiple businesses.
(2) A director may be appointed as chief executive officer, manager, Director may be
company secretary or chief financial officer. chief executive
officer, etc.
(3) The Company shall not appoint or employ, at the same time, more than
one of the following categories of managerial personnel, namely
(i) Managing Director, and
(ii) Manager
(4) A provision of the Act or these regulations requiring or authorising a Authorisation of
thing to be done by or to a director and chief executive officer, act done in
manager, company secretary, chief financial officer shall not be respect of any
satisfied by its being done by or to the same person acting both as director, chief
588director and as, or in place of, chief executive officer, manager, executive officer,
company secretary, chief financial officer. manager,
company
secretary, chief
financial officer
Registers
107. a. The Company shall keep a book to be called the Register of Register of
Members, and therein shall be entered the particulars of every members
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
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.
108. The Company shall keep and maintain at its registered office all Statutory
statutory registers namely, register of charges, register of members, registers
register of debenture holders, register of any other security holders, the
register and index of beneficial owners and annual return, register of
loans, guarantees, security and acquisitions, register of investments not
held in its own name and register of contracts and arrangements for
such duration as the Board may, unless otherwise prescribed, decide,
and in such manner and containing such particulars as prescribed by
the Act and the Rules.
The registers and copies of annual return shall be open for inspection
during business hours on all working days, at the registered office of
the Company by the persons entitled thereto on payment, where
required, of such fees as may be fixed by the Board but not exceeding
the limits prescribed by the Rules.
109. (1) The Company may exercise the powers conferred on it by the Act with Foreign register
regard to the keeping of a foreign register; and the Board may (subject
to the provisions of the Act) make and vary such regulations as it may
think fit respecting the keeping of any such register.
(2) The foreign register shall be open for inspection and may be closed,
and extracts may be taken therefrom and copies thereof may be
589required, in the same manner, mutatis mutandis, as is applicable to the
register of members.
Dividends and Reserve
110. The Company in general meeting may declare dividends, but no Company in
dividend shall exceed the amount recommended by the Board but the general meeting
Company in general meeting may declare a lesser dividend. may declare
dividends
111. Subject to the provisions of the Act, the Board may from time to time Interim dividends
pay to the members such interim dividends of such amount on such
class of shares and at such times as it may think fit and as in their
judgement, the position of the Company justifies.
112. (1) The Board may, before recommending any dividend, set aside out of Dividends only to
the profits of the Company such sums as it thinks fit as a reserve or be paid out of
reserves which shall, at the discretion of the Board, be applied for any profits
purpose to which the profits of the Company may be properly applied,
including provision for meeting contingencies or for equalizing
dividends; and pending such application, may, at the like discretion,
either be employed in the business of the Company or be invested in
such investments (other than shares of the Company) as the Board
may, from time to time, think fit.
Subject to the applicable provisions of the Act, no dividend shall be
declared or paid otherwise than out of profits of the financial year
arrived at after providing for depreciation in accordance with the
provisions of the Act or out of the profits of the Company for any
previous financial year or years arrived at after providing for
depreciation in accordance with these provisions and remaining
undistributed or out of both provided that :-
(i) if the Company has not provided for any previous financial
year or years it shall, before declaring or paying a dividend for any
financial year, provide for such depreciation out of the profits of the
financial year or out of the profits of any other previous financial year
or years;
(ii) if the Company has incurred any loss in any previous
financial year or years the amount of loss or an amount which is equal
to the amount provided for depreciation for that year or those years
whichever is less, shall be set off against the profits of the Company
for the year for which the dividend is proposed to be declared or paid
as against the profits of the Company for any financial year or years
arrived at in both cases after providing for depreciation in accordance
with the provisions of schedule II of the Act.
(2) The Board may also carry forward any profits which it may consider Carry forward of
necessary not to divide, without setting them aside as a reserve. Profits
113. (1) Subject to the rights of persons, if any, entitled to shares with special Division of profits
rights as to dividends, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in
respect whereof the dividend is paid, but if and so long as nothing is
paid upon any of the shares in the Company, dividends may be
declared and paid according to the amounts of the shares.
590(2) No amount paid or credited as paid on a share in advance of calls shall Payments in
be treated for the purposes of this Article as paid on the share. advance
(3) All dividends shall be apportioned and paid proportionately to the Dividends to be
amounts paid or credited as paid on the shares during any portion or apportioned
portions of the period in respect of which the dividend is paid; but if
any share is issued on terms providing that it shall rank for dividend as
from a particular date such share shall rank for dividend accordingly.
114. (1) The Board may deduct from any dividend payable to any member all No member to
sums of money, if any, presently payable by him to the Company, receive dividend
either alone or jointly with any other person or persons, on account of whilst indebted to
calls or otherwise in relation to the shares of the Company. the Company and
Company’s right
to reimbursement
therefrom
(2) The Board may retain dividends payable upon shares in respect of Retention of
which any person is, under the Transmission Clause hereinbefore dividends
contained, entitled to become a member or where any person under
these articles is entitled to transfer until such person shall become a
member in respect of such Shares, or shall duly transfer the same and
until such transfer of Shares has been registered by the Company..
115. (1) Any dividend, interest, bonus or other monies payable in cash in Dividend how
respect of shares may be paid by electronic mode or by cheque or remitted
warrant sent through the post directed to the registered address of the
holder or, in the case of joint holders, to the registered address of that
one of the joint holders who is first named on the register of members,
or to such person and to such address as the holder or joint holders may
in writing direct but the joint holders of a Share shall be severally as
well as jointly liable for the payment of all instalments of calls due in
respect of such Share and for all incidents otherwise.
(2) Every such cheque or warrant or pay- slip sent through the post to the Instrument of
registered address of the member or person entitled, or, in the case of Payment
joint holders, to that one of them first named in the Register in respect
of the joint holdings. It shall be made payable to the order of the person
to whom it is sent. The Company shall not be liable or responsible for
any cheque or warrant or pay-slip lost in transmission or for any
dividend lost to the member or person entitled thereto due to or by the
forged endorsement of any cheque or warrant or the fraudulent
recovery of the dividend by any other means.
(3) Payment in any way whatsoever shall be made at the risk of the person Discharge to
entitled to the money paid or to be paid. The Company will not be Company
responsible for a payment which is lost or delayed. The Company will
be deemed to having made a payment and received a good discharge
for it if a payment using any of the foregoing permissible means is
made.
116. Any one of two or more joint holders of a share may give effective Receipt of one
receipts for any dividends, bonuses or other monies payable in respect holder sufficient
of such share.
117. No dividend shall bear interest against the Company. No interest on
dividends
591118. The waiver in whole or in part of any dividend on any share by any Waiver of
document shall be effective only if such document is signed by the dividends
member (or the person entitled to the share in consequence of the death
or bankruptcy of the holder) and delivered to the Company and if or to
the extent that the same is accepted as such or acted upon by the Board.
119. Any general meeting declaring a dividend may, on the Setting off
recommendation of the Directors, make a call on the members of such dividend against
amount as the meeting decides, but so that the call on each member calls
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 the members, be set off
against the calls.
120. Subject to the applicable provisions, if any, of the Act, a transfer of When transfer of
Shares shall not pass the right to any dividend declared thereon and share shall not
made effective from the date prior to the registration of the transfer. pass dividend
right
Unpaid or unclaimed dividend
121. (1) Where the Company has declared a dividend but which has not been Transfer of
paid or claimed within thirty (30) days from the date of declaration, unclaimed
the Company shall, within seven (7) days from the date of expiry of dividend
the said period of thirty (30) days, transfer the total amount of dividend
which remains unpaid or unclaimed, to a special account to be opened
by the Company in that behalf in any scheduled bank to be called “the
Unpaid Dividend Account of Oswal Energies Limited” subject to the
applicable provisions of the Act and the Rules made thereunder.
The Company shall within a period of ninety days of making any
transfer of an amount to the Unpaid Dividend Account, prepare a
statement containing the names, their last known addresses and the
unpaid dividend to be paid to each person and place it on the website
of the Company and also on any other website approved by the Central
Government, for this purpose. No unclaimed or unpaid dividend shall
be forfeited by the Board before the claim becomes barred by law.
(2) Any money transferred to the unpaid dividend account of the Company Transfer to IEPF
which remains unpaid or unclaimed for a period of seven (7) years Account
from the date of such transfer, shall be transferred by the Company to
the Investor Education and Protection Fund established under section
125 of the Act. Any person claiming to be entitled to an amount may
apply to the authority constituted by the Central Government for the
payment of the money claimed.
(3) No unclaimed or unpaid dividend shall be forfeited by the Board until Forfeiture of
the claim becomes barred by Applicable Laws. unclaimed
dividend
Accounts and Audit
122. (1) The books of account and books and papers of the Company, or any of Inspection by
them, shall be open to the inspection of directors in accordance with Directors
the applicable provisions of the Act and the Rules with respect to :-
(i) all sums of money received and expended by the Company
and the matters in respect of which the receipt and expenditure take
place;
592(ii) all sales and purchases of goods by the Company;
(iii) the assets and liabilities of the Company;
(iv) such particulars, if applicable to this Company, relating to
utilisation of material and/or labour or to other items of cost, as may
be prescribed by the Central Government.
Where the Board decides to keep all or any of the books of account at
any place, other than the Office of the Company, the Company shall,
within 7 (Seven) days, or such other period, as may be fixed, from time
to time, by the Act, of the decision, file with the Registrar, a notice, in
writing, giving the full address of that other place.
The Company shall preserve, in good order, the books of account,
relating to the period of not less than 8 (Eight) years or such other
period, as may be prescribed, from time to time, under the Act,
preceding the current year, together with the vouchers relevant to any
entry in such books.
Where the Company has a branch office, whether in or outside India,
the Company shall be deemed to have complied with this Article, if
proper books of account, relating to the transaction effected at the
branch office, are kept at the branch office, and the proper summarised
returns, made up to day at intervals of not more than 3 (Three) months
or such other period, as may be prescribed, from time to time, by the
Act, are sent by the branch office to the Company at its Office or other
place in India, at which the books of account of the Company are kept
as aforesaid.
The books of account shall give a true and fair view of the state of
affairs of the Company or branch office, as the case may be, and
explain the transactions represented by it. The books of account and
other books and papers shall be open to inspection by any director,
during business hours, on a working day, after a prior notice, in
writing, is given to the Accounts or Finance department of the
Company.
(2) No member (not being a director) shall have any right of inspecting Restriction on
any books of account or books and papers or document of the inspection by
Company except as conferred by Applicable Laws or authorized by the members
Board.
(3) The Directors shall, from time to time, in accordance with sections 129 Annual Reports,
and 134 of the Act, cause to be prepared and to be laid before the Financial
Company in Annual General Meeting of the Shareholders of the Statements to be
Company, such Balance Sheets, Profit and Loss Accounts, if any, and laid in Annual
the Reports as are required by those Sections of the Act. General Meeting
and sent to
members,
trustees.
A copy of every such Profit & Loss Accounts and Balance Sheets,
including the Directors’ Report, the Auditors’ Report and every other Appointment of
document(s) required by law to be annexed or attached to the Balance various auditors
Sheet, shall at least 21 (Twenty-one) days, before the meeting, at which
the same are to be laid before the members, be sent to the members of
the Company, to every trustee for the holders of any Debentures issued
by the Company, whether such member or trustee is or is not entitled
to have notices of general meetings of the Company sent to him, and
593to all persons other than such member or trustees being persons so
entitled.
The Auditors, whether statutory, branch or internal, shall be appointed
and their rights and duties shall be regulated in accordance with the
provisions of the Act and the Rules made thereunder.
123. Accounts to be audited Audit
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.
c. Where at an Annual General Meeting no Auditors are appointed
or reappointed, the Central Government may appoint a person to
fill the vacancy.
d. 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.
e. 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.
f. 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.
g. 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.
h. The persons qualified for appointment as Auditors shall be only
those referred to in Section 141 of the Act.
594i. Subject to the provisions of Section 146 of the Act, the Auditor
of the company shall attend general meetings of the company
124. The Company shall comply with the provisions of Section 143 of the Audit of Branch
Act in relation to the audit of the accounts of Branch Offices of the Offices
Company.
125. The remuneration of the Auditors shall be fixed by the Company in Remuneration of
General Meeting except that the remuneration of any Auditor Auditors
appointed to fill and casual vacancy may be fixed by the Board.
Borrowing Powers
126. Subject to the provisions of the Act, the Board may from time to time, Power of the
at their discretion raise or borrow or secure the payment of any sum or Board to borrow
sums of money for and on behalf of the Company. Any such money monies
may be raised or the payment or repayment thereof may be secured in
such manner and upon such terms and conditions in all respect as the
Board may think fit by promissory notes or by opening loan or current
accounts or by receiving deposits and advances at interest with or
without security or otherwise and in particular by the issue of bonds,
perpetual or redeemable debentures of the Company charged upon all
or any part of the property of the Company (both present and future)
including its uncalled capital for the time being or by mortgaging or
charging or pledging any lands, buildings, machinery, plant, goods or
other property and securities of the Company or by other means as the
Board deems expedient.
The Board of Directors shall not except with the consent of the
Company by way of a special resolution, borrow moneys where the
moneys to be borrowed together with the moneys already borrowed by
the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business) exceeds the
aggregate of paid up capital of the Company and its free reserves and
securities premium of the Company.
Subject to the Act and the provisions of these Articles, any bonds,
debentures, debenture-stock or other securities issued or to be issued
by the Company shall be under the control of the Board, who may issue
them upon such terms and conditions and in such manner and for such
consideration as the Board shall consider to be for the benefit of the
Company.
Winding up
127. Subject to the applicable provisions of the Act and the Rules made Winding up of
thereunder and the Insolvency and Bankruptcy Code, 2016 (to the Company
extent applicable).–
(a) If the Company shall be wound up, the liquidator may, with the
sanction of a special resolution of the Company and any other sanction
required by the Act, divide amongst the members, in specie or kind,
the whole or any part of the assets of the Company, whether they shall
consist of property of the same kind or not.
(b) For the purpose aforesaid, the liquidator may set such value as he
deems fair upon any property to be divided as aforesaid and may
595determine how such division shall be carried out as between the
members or different classes of members.
(c) The liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no member shall
be compelled to accept any shares or other securities whereon there is
any liability.
Indemnity and Insurance
128. (a) Subject to the provisions of the Act, every director, managing director, Directors and
whole-time director, manager, company secretary and other officer of officers right to
the Company shall be indemnified by the Company out of the funds of indemnity
the Company from and against all suits, proceedings, cost, charges,
losses, damage and expenses which they or any of them shall or may
incur or sustain by reason of any act done or committed in or about the
execution of their duty in their respective office except such suits,
proceedings, cost, charges, losses, damage and expenses, if any that
they shall incur or sustain, by or through their own wilful neglect or
default respectively. And it shall include the payment of all costs,
losses and expenses (including travelling expense) which such
director, manager, company secretary and officer may incur or become
liable for by reason of any contract entered into or act or deed done by
him in his capacity as such director, manager, company secretary or
officer or in any way in the discharge of his duties in such capacity
including expenses.
(b) Subject as aforesaid, every director, managing director, manager, Director,
company secretary or other officer of the Company shall be Managing
indemnified against any liability incurred by him in defending any director,
proceedings, whether civil or criminal in which judgement is given in Manager,
his favour or in which he is acquitted or discharged or in connection Company
with any application under applicable provisions of the Act in which Secretary or
relief is given to him by the Court or Tribunal. other officer of
the Company
shall be
indemnified
(c) The Company may take and maintain any insurance as the Board may Insurance
think fit on behalf of its present and/or former directors and key
managerial personnel for indemnifying all or any of them against any
liability for any acts in relation to the Company for which they may be
liable but have acted honestly and reasonably.
Secrecy
129. (i) Every director, manager, auditor, treasurer, trustee, member Directors,
of a committee, officer, servant, agent, accountant or other person manager, auditor,
employed in the business of the Company shall, if so required by the members, etc to
Directors, before entering upon his duties, sign a declaration pledging maintain secrecy
himself to observe strict secrecy respecting all transactions and affairs
of the Company with the customers and the state of the accounts with
the individuals and in matters relating thereto, and shall, by such
declaration, pledge himself not to reveal any of the matters which may
come to his knowledge in the discharge of his duties except when
required so to do by the Directors or by Law or by the person to whom
such matters relate and except so far as may be necessary in order to
596comply with any of the provisions contained in these Articles or the
Memorandum of Association of the Company and the provisions of
the Act.
(ii) Subject to the provisions of the Act, no member shall be
entitled to visit or inspect any works of the Company, without the
permission of the Directors, or to require inspection of any books of
accounts or documents of the Company or discovery of or any
information respecting any details of the Company’s trading or
business or any matter which is or may be in the nature of a trade
secret, mystery of trade, secret or patented process or any other matter,
which may relate to the conduct of the business of the Company and,
which in the opinion of the Directors, it would be inexpedient in the
interests of the Company to disclose.
130. a. Any Director or Member or person can inspect the statutory Registers,
registers maintained by the company, which may be available for Inspection
inspection of such Director or Member or person under provisions
of the act by the company, provided, he gives fifteen days’ notice and copies
to the company about his intention to do so. Thereof
b. The register shall be open for inspection during business hours and
the members shall have a right to take extracts therefrom and
copies thereof, on a request by the members, be provided to them
free of cost within thirty days; and shall also be kept open for
inspection at every annual general meeting of the company and
shall be made accessible to any person attending the meeting.
c. If any inspection as provided in above clause is refused, or if any
copy required under that clause is not sent within thirty days from
the date of receipt of such request, the Registrar shall on an
application made to him order immediate inspection and supply of
copies required thereunder.
General Power
131. Wherever in the Act, it has been provided that the Company shall have General power
any right, privilege or authority or that the Company could carry out
any transaction only if the Company is so authorized by its Articles,
then and in that case this Article authorizes and empowers the
Company to have such rights, privileges or authorities and to carry out
such transactions as have been permitted by the Act, without there
being any specific Article in that behalf herein provided.
At any point of time from the date of adoption of these Articles, if the
Articles are or become contrary to the provisions of the SEBI Listing
Regulations, the provisions of the SEBI Listing Regulations shall
prevail over the Articles to such extent and the Company shall
discharge all its obligations as prescribed under the SEBI Listing
Regulations, from time to time.
$ The name of the Company has been changed to ‘Oswal Energies Limited’ vide member’s approval in Extra
Ordinary General Meeting held on 8th May,2024.
597SECTION 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 (not being contracts entered into in the ordinary course of business carried on by our Company and
includes contracts entered into until the date of this Draft Red Herring Prospectus) which are, or may be deemed
material will be attached to the copy of the Red Herring Prospectus and filed with the RoC (except for such
contracts and documents executed after the filing of the Red Herring Prospectus). Copies of the contracts and
documents for inspection referred to hereunder, may be inspected at our Registered and Corporate Office, from
10.00 am to 5.00 pm on all Working Days and will also be available on the website of our Company at
https://www.oswalenergies.com/ from the date of the Red Herring Prospectus until the Bid/Offer Closing Date,
except for such contracts and documents that will be entered into or executed subsequent to the completion of the
Bid/Offer Closing Date.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by other parties, without reference to the
Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law.
Material Contracts to the Offer
1. Offer Agreement dated July 18, 2025 entered into among our Company, the Selling Shareholders and
the BRLM.
2. Registrar Agreement dated July 18, 2025 entered into among our Company, the Selling Shareholders and
the Registrar to the Offer.
3. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring
Agency.
4. Cash Escrow and Sponsor Bank Agreement dated [●] entered into among our Company, the Selling
Shareholders, the BRLM, the Syndicate Members, Banker(s) to the Offer and the Registrar to the Offer.
5. Share Escrow Agreement dated [●] entered into among the Selling Shareholders, our Company and the
Share Escrow Agent.
6. Syndicate Agreement dated [●] entered into among the Members of the Syndicate, our Company, the
Selling Shareholders and the Registrar to the Offer.
7. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders and the
Underwriters.
Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time
to time.
2. Certificate of incorporation dated January 28, 2013
3. Certificate of incorporation dated July 19, 2016, pursuant to change of name from ‘Oswal Infra-Park
Limited’ to ‘Oswal Infrastructure Limited’
4. Certificate of incorporation dated June 19, 2024, pursuant to change of name from ‘Oswal Infrastructure
Limited’ to ‘Oswal Energies Limited’
5. Resolution of our Board dated July 11, 2025 approving the Offer and other related matters.
6. Shareholders’ resolution dated July 11, 2025 approving the Fresh Issue and other related matters.
7. Resolution of our Board dated July 18, 2025 approving this Draft Red Herring Prospectus for filing with
SEBI and the Stock Exchanges.
8. Resolution of our Board dated July 11, 2025 taking on record the consent and authorisation of the Selling
Shareholders to participate in the Offer for Sale.
9. Consent letter and authorisation from the Selling Shareholders consenting to participate in the Offer for
Sale.
59810. Copies of the annual reports of our Company for the Fiscals 2025, 2024, and 2023.
11. The examination report dated June 10, 2025 of the Joint Statutory Auditors on our Restated Financial
Information.
12. The report dated July 18, 2025 on the statement of special tax benefits available to the Company, its
shareholders from the Joint Statutory Auditors.
13. Consent dated July 18, 2025 from Suresh R. Shah & Associates, Chartered Accountants and Talati &
Talati, Chartered Accountants, our Joint 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 Draft Red Herring Prospectus and as an “expert” as defined under Section
2(38) of the Companies Act, 2013 to the extent and in their capacity as our Joint Statutory Auditors, and
in respect of their (i) examination report, dated June 10, 2025 on our Restated Financial Information; (ii)
their report dated July 18, 2025 on the statement of special tax benefits included in this Draft Red Herring
Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
14. Consent dated July 18, 2025 from the independent chartered engineer, namely Shivabhai Khemabhai
Patel, to include their name in this Draft Red Herring Prospectus and as an “expert” as defined under
Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as a chartered engineer, in
relation to their certificate dated July 18, 2025.
15. Consent dated July 18, 2025 from Tapan Shah, Practising Company Secretaries, to include their name in
this Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies
Act, 2013, to the extent that and in their capacity as practising company secretary, in relation to their
certificate dated July 18, 2025.
16. Resolution of our Board dated June 10, 2025 appointing Nagaraj Giridhar as the Chairman of our Board.
17. Resolution of our Board dated June 3, 2024 and shareholders’ resolution dated September 12, 2024
appointing Ratan Babulal Bokadia as the Managing Director of our Board.
18. Resolution of our Board dated February 9, 2024 and shareholders’ resolution dated April 1, 2024
appointing Jayant Babulal Bokadia as the Whole-time Director of our Board.
19. Resolution of our Board dated April 17, 2021 and shareholders’ resolution dated October 25, 2021
appointing Dixit Jitendra Bokadia as the Whole-time Director of our Board.
20. Certificate dated July 18, 2025, from Suresh R. Shah & Associates, Chartered Accountants and Talati
and Talati LLP, Chartered Accountants, our Joint Statutory Auditors, certifying the KPIs of our
Company.
21. Consents of the Selling Shareholders, our Directors, our Promoters, members of the Promoter Group, ,
our Group Companies, our Compliance Officer and Company Secretary, our Joint Statutory Auditors,
the legal counsel to the Company, the bankers to our Company, lenders to our Company (wherever
applicable), industry report provider, the BRLM and Registrar to the Offer.
22. Consent letter dated July 17, 2025 from D&B to rely on and reproduce part or whole of the D&B Report
and include their name in this Draft Red Herring Prospectus.
23. Industry report titled “Energy Landscape in India: Oil & Gas Infrastructure in India” dated July, 2025
prepared and issued by D&B, commissioned and paid for by our Company and engagement letter dated
January 9, 2025.
24. Composite scheme of arrangement sanctioned and approved by the National Company Law Tribunal,
Ahmedabad Bench pursuant to an order dated February 5, 2016.
25. Composite scheme of arrangement sanctioned and approved by the National Company Law Tribunal,
Ahmedabad Bench pursuant to an order dated October 26, 2018.
26. In-principle listing approvals dated [●] and [●] from the BSE and the NSE, respectively.
27. Tripartite Agreement dated June 24, 2025 among our Company, NSDL and the Registrar to the Offer.
28. Tripartite Agreement dated April 19, 2025 among our Company, CDSL and the Registrar to the Offer.
29. Due diligence certificate to SEBI from the BRLM, dated July 18, 2025.
30. SEBI final observation letter number [●] dated [●].
599Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without reference to
our Shareholders, subject to compliance with the provisions contained in the Companies Act, 2013 and other
relevant statutes.
600DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI 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 statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Ratan Babulal Bokadia
Designation: Managing Director and Vice-Chairman
Date: July 18, 2025
Place: Ahmedabad
601DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI 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 statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Jayant Babulal Bokadia
Designation: Whole-time Director
Date: July 18, 2025
Place: Ahmedabad
602DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI 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 statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Dixit Jitendra Bokadia
Designation: Whole-time Director
Date: July 18, 2025
Place: Ahmedabad
603DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI 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 statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Ulhas P. Dharmadhikari
Designation: Independent Director
Date: July 18, 2025
Place: Ahmedabad
604DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI 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 statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Nagaraj Giridhar
Designation: Independent Director and Chairman
Date: July 18, 2025
Place: Ahmedabad
605DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI 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 statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Arpana Sandeep Shah
Designation: Independent Director
Date: July 18, 2025
Place: Ahmedabad
606DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI 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 statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Nitin Narendra Patil
Designation: Non-Promoter and Non-Independent Director
Date: July 18, 2025
Place: Ahmedabad
607DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations and guidelines issued by SEBI 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 statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to
the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 each as amended, or the rules,
regulations and guidelines issued thereunder, as the case may be. I further certify that all the statements,
disclosures and undertakings in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
Kumar Subramanian
Date: July 18, 2025
Place: Ahmedabad
608DECLARATION
I, Dixit Jitendra Bokadia, hereby confirm that all statements, disclosures and undertakings specifically made or
confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as a Selling Shareholder and
the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility for
any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
609DECLARATION
I, Jayant Babulal Bokadia, hereby confirm that all statements, disclosures and undertakings specifically made or
confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as a Selling Shareholder and
the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility for
any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.
Selling Shareholders
Date: July 18, 2025
Place: Ahmedabad
610DECLARATION
I, Ratan Babulal Bokadia, hereby confirm that all statements, disclosures and undertakings specifically made or
confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as a Selling Shareholder and
the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility for
any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
611DECLARATION
I, Ratan Babulal Bokadia, Karta of Ratan Babulal Bokadia HUF, hereby confirm that all statements, disclosures
and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation
to myself, as a Selling Shareholder and the Equity Shares being offered by me in the Offer for Sale, are true and
correct. I assume no responsibility for any other statements, disclosures or undertakings, including, any of the
statements, disclosures or undertakings made or confirmed by the Company, any other Selling Shareholder or any
other person(s) in this Draft Red Herring Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
612DECLARATION
I, Jayant Babulal Bokadia, Karta of Jayant Babulal Bokadia, hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to
myself, as a Selling Shareholder and the Equity Shares being offered by me in the Offer for Sale, are true and
correct. I assume no responsibility for any other statements, disclosures or undertakings, including, any of the
statements, disclosures or undertakings made or confirmed by the Company, any other Selling Shareholder or any
other person(s) in this Draft Red Herring Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
613DECLARATION
I, Jitendra Hastimalji Bokadia, hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as a Selling Shareholder
and the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility
for any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
614DECLARATION
I, Babulal Hastimal Bokadia, hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as a Selling Shareholder
and the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility
for any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
615DECLARATION
I, Sarika Jayantkumar Bokadia, hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as a Selling Shareholder
and the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility
for any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
616DECLARATION
I, Padmavati Babulal Bokadia, hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as a Selling Shareholder
and the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility
for any other statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings
made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this Draft Red Herring
Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
617DECLARATION
I, Babulal Hastimal Bokadia, Karta of B H Bokadia HUF, hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to
myself, as a Selling Shareholder and the Equity Shares being offered by me in the Offer for Sale, are true and
correct. I assume no responsibility for any other statements, disclosures or undertakings, including, any of the
statements, disclosures or undertakings made or confirmed by the Company, any other Selling Shareholder or any
other person(s) in this Draft Red Herring Prospectus.
Selling Shareholder
Date: July 18, 2025
Place: Ahmedabad
618