Securities and Exchange Board of India Gazette Notification — 2026-04-02

DRAFT RED HERRING PROSPECTUS Dated March 29, 2026 Please read section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) (Please scan this QR code to view 100% Book Built Offer the Draft Red Herring Prospectus and the Draft Abridged Prospectus) PIONEER FIL-MED LIMITED CORPORATE IDENTITY NUMBER: U30200DL1997PLC091144 REGISTERED AND CORPORATE OFFICE CONTACT PERSON E-MAIL AND TELEPHONE WEBSITE 502 Padma Palace, Rita Bisht Email: cs@pioneerfilmed.com https://pioneerfil 86 Nehru Place, New Delhi Company Secretary and Telephone: 011-4563 8314 med.com/ India, 110019 Compliance Officer OUR PROMOTERS: PIONEER FACOR IT INFRADEVELOPERS PRIVATE LIMITED, PIONEER PROCON PRIVATE LIMITED, PIONEER SECURITIES PRIVATE LIMITED, PIONEER FINCAP PRIVATE LIMITED, SUSHIL KUMAR JAIN, ANIL KUMAR AGARWAL, RISHABH JAIN, AKSHAT AGARWAL AND ANITA JAIN DETAILS OF THE OFFER TO PUBLIC SIZE OF THE SIZE OF THE ELIGIBILITY AND SHARE FRESH OFFER FOR TYPE TOTAL OFFER SIZE RESERVATION AMONG QIBs, NIIs ISSUE^ SALE AND RIIs Fresh Issue and Up to [●] Equity Up to [●] Equity Up to [●] Equity Shares of face value of ₹10 This Offer is being made in compliance Offer for Sale Shares of face Shares of face each aggregating up to ₹ 5,000.00 million with Regulation 6(1) of the Securities and value of ₹10 value of ₹ 10 Exchange Board of India (Issue of Capital (“Equity each aggregating and Disclosure Requirements) Shares”) each up to ₹ 2,500.00 Regulations, 2018 as amended (the “SEBI aggregating up to million ICDR Regulations”). For further details, ₹ 2,500.00 see “Other Regulatory and Statutory million Disclosures – Eligibility for the Offer” on page 414. For details of share reservation among Qualified Institutional Buyers, Non-Institutional Investors and Retail Individual Investors, see “Offer Structure” on page 435. DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS WEIGHTED AVERAGE COST OF NAME OF THE NUMBER OF EQUITY SHARES ACQUISITION PER EQUITY SELLING TYPE OFFERED (UP TO) / AMOUNT (IN ₹ SHARE (IN ₹)* SHAREHOLDERS MILLION) Pioneer Facor IT Promoter Selling Up to [●] Equity Shares of face value of ₹10 10.64 Infradevelopers Private Shareholder each aggregating up to ₹ 1,250.00 million Limited Aztech India Private Promoter Group Up to [●] Equity Shares of face value of ₹10 10.00 Limited Selling Shareholder each aggregating up to ₹ 1,250.00 million * As certified by D A R P N and Company, Chartered Accountants pursuant to their certificate dated March 29, 2026. 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 managers (“Book Running Lead Managers or BRLMs”), in accordance with the SEBI ICDR Regulations) and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 114, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS 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 in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 18. 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 Prospectusas a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements specifically made or confirmed by it in this Draft Red Herring Prospectus solely to the extent of information specifically pertaining to itself and the Equity Shares offered by it in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, including, inter alia, any and all of the statements made by or relating to our Company or its business or any other Selling Shareholders or any other person(s) in this Draft Red Herring Prospectus. LISTING The Equity Shares, offered through the Red Herring Prospectus, are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock Exchange is [●]. BOOK RUNNING LEAD MANAGERS NAME OF THE BRLM AND LOGO CONTACT PERSON EMAIL AND TELEPHONE Nuvama Wealth Pari Vaya/Gourav Rathi E-mail: pfl.ipo@nuvama.com Management Limited Telephone: + 91 22 4009 4400 Mrunal Jadhav E-mail: pioneerfilmed@equirus.com Equirus Capital / Rahul Telephone: +91 22 4332 0734 Private Limited Wadekar REGISTRAR TO THE OFFER Contact person: E-mail: pioneerfilmed.ipo@in.mpms.mufg.com Shanti Gopalkrishnan Telephone: +91 8108114949 MUFG Intime India Private Limited (formerly Link Intime India Private Limited) BID/OFFER PERIOD ANCHOR BID/OFFER OPENS BID/OFFER INVESTOR [●]* ON [●] CLOSES ON [●]**# BIDDING DATE *Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid on the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer Opening Date. **Our Company, in consultation with the BRLMs, 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. # The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Date. ^ Our Company, in consultation with the BRLMs, may consider a further issue of specified securities, through a preferential issue or any other method as may be permitted under the applicable law to any person(s), for an amount aggregating up to ₹ 500.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety) and as may be required under applicable law. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.DRAFT RED HERRING PROSPECTUS Dated March 29, 2026 Please read section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer PIONEER FIL-MED LIMITED Our Company was originally incorporated as “Pioneer Fil-Med Private Limited” under the provisions of the Companies Act, 1956, pursuant to a certificate of incorporation dated December 15, 1997, issued by the Registrar of Companies, Delhi and Haryana (“RoC”). Subsequently, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed by our Shareholders at the extraordinary general meeting held on January 20, 2025, following which the name of our Company was changed to “Pioneer Fil-Med Limited” and a fresh certificate of incorporation pursuant to change of name under the Companies Act, 2013 was issued by Registrar of Companies, Central Processing Centre, on February 14, 2025. For further details of change in the Registered Office, see “History and Certain Corporate Matters- Change in our registered office” on page 244. Registered and Corporate Office: 502 Padma Palace, 86 Nehru Place, New Delhi, India, 110019; Telephone: 011-4563 8314; Contact Person: Rita Bisht, Company Secretary and Compliance Officer; E-mail: cs@pioneerfilmed.com ; Website: https://pioneerfilmed.com/; Corporate Identity Number: U30200DL1997PLC091144 OUR PROMOTERS: PIONEER FACOR IT INFRADEVELOPERS PRIVATE LIMITED, PIONEER PROCON PRIVATE LIMITED, PIONEER SECURITIES PRIVATE LIMITED, PIONEER FINCAP PRIVATE LIMITED, SUSHIL KUMAR JAIN, ANIL KUMAR AGARWAL, RISHABH JAIN, AKSHAT AGARWAL AND ANITA JAIN INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF PIONEER FIL-MED LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ 5,000.00 MILLION (THE “OFFER”) COMPRISING OF A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹ 2,500.00 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“OFFERED SHARES”) AGGREGATING UP TO ₹ 2,500.00 MILLION COMPRISING UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH BY PIONEER FACOR IT INFRADEVELOPERS PRIVATE LIMITED AGGREGATING UP TO ₹ 1,250.00 MILLION AND UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH BY AZTECH INDIA PRIVATE LIMITED AGGREGATING UP TO ₹1,250.00 MILLION (COLLECTIVELY, “SELLING SHAREHOLDERS” AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER A FURTHER ISSUE OF SPECIFIED SECURITIES THROUGH A PREFERENTIAL OFFER OR ANY OTHER METHOD AS MAY BE PERMITTED IN ACCORDANCE WITH APPLICABLE LAW TO ANY PERSON(S), OF UP TO [●] EQUITY SHARES FOR AN AMOUNT AGGREGATING UP TO ₹ 500.00 MILLION, AT ITS DISCRETION, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC (“PRE-IPO PLACEMENT”). IF THE PRE-IPO PLACEMENT IS COMPLETED, THE FRESH ISSUE SIZE WILL BE REDUCED TO THE EXTENT OF SUCH PRE-IPO PLACEMENT, SUBJECT TO THE OFFER COMPLYING WITH RULE 19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED (“SCRR”). PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT IN LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. OUR COMPANY SHALL REPORT ANY PRE-IPO PLACEMENT TO THE STOCK EXCHANGES, WITHIN 24 HOURS OF SUCH PRE-IPO PLACEMENT (IN PART OR IN ENTIRETY) AND AS MAY BE REQUIRED UNDER APPLICABLE LAW. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND THE PROSPECTUS. THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, AND MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS, AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH LANGUAGE NATIONAL DAILY NEWSPAPER) AND, ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI LANGUAGE NATIONAL DAILY NEWSPAPER AND, HINDI ALSO BEING THE REGIONAL LANGUAGE OF DELHI, 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 SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”). In case of any revision in the Price Band, the Bid/Offer Period will be extended by 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 may, in consultation with the BRLMs, 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 notice, and also by indicating the change on the respective websites of the BRLMs and at the terminals of the members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, 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 Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which 40% shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be allocated to domestic Mutual Funds, 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 Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion 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 Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors (“Non-Institutional Portion”) of which one-third of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 1.00 million and undersubscription in either of these two sub-categories of the Non-Institutional Portion may be allocated to Bidders in the other sub-category of the Non-Institutional Portion 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 Offer shall be available for allocation to Retail Individual Investors (“Retail Portion”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being 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 (defined hereinafter) in case of UPI Bidders (defined hereinafter) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or pursuant to the UPI Mechanism, as the case may be. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 438. 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 Offer Price, Floor Price or Cap Price as (as determined by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 114, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors 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 in the Offer have not been recommended or approved by the Securities and Exchange Board of India, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 18. 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. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements specifically made or confirmed by it in this Draft Red Herring Prospectus solely to the extent of information specifically pertaining to itself and the Equity Shares offered by it in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. However, each Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements and undertakings, including without limitation, any of the statements and undertakings made by or in relation to our Company or its business or any other Selling Shareholders or any other person, in this Draft Red Herring Prospectus. LISTING The Equity Shares, offered through the Red Herring Prospectus, are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 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 489. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER Nuvama Wealth Management Limited Equirus Capital Private Limited MUFG Intime India Private Limited (formerly Link Intime 801 - 804, Wing A, Building No 3, Unit No. 2601B, 26th Floor, A Wing, India Private Limited) Inspire BKC, G Block, Bandra Kurla Complex, Marathon Futurex, Mafatlal Mills Compound, C-101, 247 Park, Bandra East, Mumbai, Maharashtra 400051 Lower Parel, Mumbai - 400 013, 1st Floor, L.B.S. Marg, Telephone: + 91 22 4009 4400 Maharashtra, India. Vikhroli West, E-mail: pfl.ipo@nuvama.com Telephone: +91 22 4332 0734 Mumbai, Maharashtra Website: www.nuvama.com E-mail: pioneerfilmed@equirus.com India - 400 083 Investor grievance e-mail: customerservice.mb@nuvama.com Website: www.equirus.com Telephone: +91 8108114949 Contact person: Pari Vaya/ Gourav Rathi Investor Grievance ID: investorsgrievance@equirus.com E-mail: pioneerfilmed.ipo@in.mpms.mufg.com SEBI registration no.: INM000013004 Contact person: Mrunal Jadhav / Rahul Wadekar Website: https://in.mpms.mufg.com/ SEBI Registration No.: INM000011286 Investor Grievance ID: pioneerfilmed.ipo@in.mpms.mufg.com Contact person: Shanti Gopalkrishnan SEBI Registration No.: INR000004058 BIDD/OFFER PERIOD ANCHOR INVESTOR BIDDING DATE [●]* BID/OFFER OPENS ON [●] BID/OFFER CLOSES ON [●]**& *Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid on the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer Opening Date. **Our Company, in consultation with the BRLMs, 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. & The UPI mandate end time and date shall be at 5:00 p.m. on 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 .................................................................................................................................................................. 14 FORWARD-LOOKING STATEMENTS ............................................................................................................................. 17 SECTION II - RISK FACTORS ............................................................................................................................................ 18 SECTION III – INTRODUCTION ........................................................................................................................................ 61 THE OFFER .......................................................................................................................................................................... 61 SUMMARY FINANCIAL INFORMATION ........................................................................................................................ 63 SUMMARY OF CONTINGENT LIABILITIES ................................................................................................................... 67 SUMMARY OF RELATED PARTY TRANSACTIONS ..................................................................................................... 68 GENERAL INFORMATION ................................................................................................................................................ 74 CAPITAL STRUCTURE ...................................................................................................................................................... 82 SECTION IV - PARTICULARS OF THE OFFER .............................................................................................................. 98 OBJECTS OF THE OFFER ................................................................................................................................................... 98 BASIS FOR OFFER PRICE ................................................................................................................................................ 114 STATEMENT OF SPECIAL TAX BENEFITS .................................................................................................................. 126 SECTION V – ABOUT OUR COMPANY .......................................................................................................................... 131 INDUSTRY OVERVIEW ................................................................................................................................................... 131 OUR BUSINESS ................................................................................................................................................................. 214 KEY REGULATIONS AND POLICIES IN INDIA ............................................................................................................ 240 HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 244 OUR MANAGEMENT ....................................................................................................................................................... 253 OUR PROMOTERS AND PROMOTER GROUP .............................................................................................................. 271 DIVIDEND POLICY ........................................................................................................................................................... 283 SECTION VI – FINANCIAL INFORMATION ................................................................................................................. 284 RESTATED CONSOLIDATED FINANCIAL INFORMATION ....................................................................................... 284 OTHER FINANCIAL INFORMATION ............................................................................................................................. 365 RELATED PARTY TRANSACTIONS .............................................................................................................................. 366 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................................................................................................................................. 367 CAPITALISATION STATEMENT .................................................................................................................................... 398 FINANCIAL INDEBTEDNESS ......................................................................................................................................... 399 SECTION VII: LEGAL AND OTHER INFORMATION ................................................................................................. 402 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 402 GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 408 SECTION VIII: GROUP COMPANY ................................................................................................................................ 411 SECTION IX: OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 414 SECTION X - OFFER INFORMATION ............................................................................................................................ 428 TERMS OF THE OFFER .................................................................................................................................................... 428 OFFER STRUCTURE ......................................................................................................................................................... 435 OFFER PROCEDURE ........................................................................................................................................................ 438 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................... 458 SECTION XI – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION . 460 SECTION XII – OTHER INFORMATION ....................................................................................................................... 489 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 489 DECLARATION ................................................................................................................................................................... 492SECTION I - GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below, and references to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rule guidelines or policy as amended from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document (as defined below), the definitions given below shall prevail. The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI Act, the SEBI ICDR Regulations, the SCRA, SCRR, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”, “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “History and Certain Corporate Matters”, “Basis for Offer Price”, “Restrictions on Foreign Ownership of Indian Securities”, “Financial Information”, “Outstanding Litigation and Material Developments”, “Objects of the Offer” and “Financial Indebtedness” on pages, 460, 126, 131, 240, 244, 114, 458, 284, 402, 98 and 499 respectively, will have the meaning ascribed to such terms in those respective sections. General Terms Term Description Our Company/the Company/the Issuer Pioneer Fil-Med Limited, a company incorporated on December 15, 1997 under the Companies Act, 1956 and having its Registered and Corporate Office at 502 Padma Palace, 86 Nehru Place, New Delhi, India, 110 019 We/us/our Unless the context otherwise indicates or implies, refers to our Company and our Subsidiaries on a consolidated basis Company Related Terms Term Description AoA/Articles of Association or Articles The articles of association of our Company, as amended from time to time Audit Committee Audit committee of our Company, described in “Our Management-Committees of our Board” on page 261 Auditors/ Statutory Auditors/ Joint The joint statutory auditors of our Company, being SS Kothari Mehta & Co. LLP, Chartered Statutory Auditors Accountants and D A R P N and Company, Chartered Accountants Board/ Board of Directors The board of directors of our Company, as constituted from time to time. For further information, see “Our Management- Board of Directors” on page 253 Chairperson and Non-Executive Director The chairperson and non-executive director of our Company, being Sushil Kumar Jain. For further information, see “Our Management - Board of Directors” on page 253 Chief Financial Officer/ CFO The chief financial officer of our Company, being Brijesh Kumar. For further information, see “Our Management – Key Managerial Personnel and Senior Management” on page 269 Company Secretary and Compliance The company secretary and compliance officer of our Company, being Rita Bisht. For further Officer information, see “General Information – Company Secretary and Compliance Officer” and “Our Management- Brief profiles of our Key Managerial Personnel” on pages 74 and 269 Corporate Promoters Pioneer Facor IT Infradevelopers Private Limited, Pioneer Procon Private Limited, Pioneer Securities Private Limited and Pioneer Fincap Private Limited. CSR Committee/ Corporate Social The corporate social responsibility committee of our Company, described in “Our Responsibility Committee Management - Committees of our Board” on page 261 Director(s) The director(s) on our Board. For further details, see “Our Management – Board of Directors” on page 253 Equity Shares The equity shares of our Company of face value of ₹ 10 each ESOP 2025 ‘Pioneer Fil-Med Employee Stock Option Plan 2025’. For details, see “Capital Structure – Employee Stock option Plan” on page 96 Executive Director(s) Executive director(s) of our Company. For further details of the Executive Director, see “Our Management –Board of Directors” on page 253 Group Companies In terms of SEBI ICDR Regulations, the term "group companies" includes (i) companies (other than Promoters and Subsidiaries) with which there were related party transactions as disclosed in the Restated Consolidated Financial Information as covered under the applicable accounting standards, and (ii) any other companies as considered material by the Board, in accordance with the Materiality Policy 1Term Description Independent Chartered Engineer The independent chartered engineer, namely, Karan Dhall, having membership number AM150845-0. Independent Director(s) Non-executive and independent director(s) of our Company who are eligible to be appointed as independent director(s) under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. For details of the Independent Directors, see “Our Management - Board of Directors” on page 253 Individual Promoters Sushil Kumar Jain, Anil Kumar Agarwal, Rishabh Jain, Akshat Agarwal and Anita Jain. Independent Chartered Accountant D A R P N and Company, Chartered Accountants, one of the Joint Statutory Auditors of our Company IPO Committee The IPO Committee of our Board comprising of Sushil Kumar Jain, Anil Kumar Agarwal and Rishabh Jain KMP/ Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as further described in “Our Management - Key Managerial Personnel and Senior Management” on page 269 Managing Director The managing director of our Company, namely Anil Kumar Agarwal. For further information, see “Our Management - Board of Directors” on page 253 Material Subsidiary The material subsidiary of our Pioneer Rail Equipments Private Limited Materiality Policy The policy adopted by our Board on January 29, 2026, for identification of: (a) outstanding material litigation proceedings; (b) material group companies; and (c) material creditors, pursuant to the requirements of the SEBI ICDR Regulations and for the purposes of disclosure in this Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus MoA/ Memorandum of Association The memorandum of association of our Company, as amended from time to time Nomination and Remuneration Committee The nomination and remuneration committee of our Company, described in “Our Management - Committees of our Board” on page 261 Non-Executive Non-Independent The non-executive non-independent Directors on our Board, described in “Our Management – Director(s) Board of Directors” on page 253 Practising Company Secretary The independent practising company secretary, namely, Varun Sharma and Associates, having membership number F13276. Promoter Group Persons and entities, excluding our Promoters constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters and Promoter Group” on page 271 Promoters The promoters of our Company in terms of Regulation 2(1)(oo) of the SEBI ICDR Regulations namely, Pioneer Facor IT Infradevelopers Private Limited, Pioneer Procon Private Limited, Pioneer Securities Private Limited, Pioneer Fincap Private Limited, Sushil Kumar Jain, Anil Kumar Agarwal, Rishabh Jain, Akshat Agarwal and Anita Jain Promoter Selling Shareholder Our Corporate Promoter who is also a selling shareholder, being Pioneer Facor IT Infradevelopers Private Limited Promoter Group Selling Shareholder Member of our Promoter Group, who is also a selling shareholder, being Aztech India Private Limited Selling Shareholders Our Promoter Selling Shareholder and Promoter Group Selling Shareholder (collectively “Selling Shareholders”), being Pioneer Facor IT Infradevelopers Private Limited and Aztech India Private Limited Registered Office/ Registered and The registered and corporate office of our Company, situated at 502 Padma Palace, 86 Nehru Corporate Office Place, New Delhi- 110019, Delhi, India Registrar of Companies/RoC The Registrar of Companies, National Capital Territory of Delhi- I, at South Delhi Restated Consolidated Financial The restated consolidated financial information of our Company and our Subsidiaries Information (“Group”) comprising the restated consolidated statements of assets and liabilities as at September 30, 2025 and March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statements of profit and loss (including other comprehensive income), the restated consolidated statements of cash flow and the restated consolidated statements of changes in equity, the summary statement of material accounting policies and other explanatory information for half year ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023, (collectively, “restated consolidated financial information”) as approved by the Board of Directors of our Company prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by Institute of Chartered Accountants of India (“ICAI”), as amended from time to time Risk Management Committee The risk management committee of our Company, described in “Our Management - Committees of our Board” on page 261 Senior Management Our senior management in terms of Regulation 2(1)(bbbb) of the SEBI ICDR Regulations and as further described in “Our Management - Key Managerial Personnel and Senior Management” on page 269 Shareholders The equity shareholders of our Company whose names are entered into are entered into (i) the register of members of our Company; or (ii) the records of a depository as a beneficial owner of Equity Shares. Stakeholders Relationship Committee The stakeholders’ relationship committee of our Company as described in “Our Management - Committees of our Board” on page 261 2Term Description Subsidiaries The subsidiaries of our Company as on the date of this Draft Red Herring Prospectus, as described in “History and Other Corporate Matters – Our Subsidiaries” on page 250 is Pioneer Rail Equipments Private Limited and Pioneer Gearbox India Private Limited Whole-time Directors The whole-time director of our Company, namely Rishabh Jain and Akshat Agarwal. For further information, see “Our Management - Board of Directors” on page 253 Offer Related Terms Term Description Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a prospectus as may be specified by the SEBI in this behalf Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof of registration of the Bid cum Application Form Allot/ Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the Offered Shares by the Selling Shareholders pursuant to the Offer for Sale to successful Bidders Allotment Advice A 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 the Equity Shares are Allotted Anchor Investor 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 Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors according to the terms of the Red Herring Prospectus and the Prospectus, which will be decided by our Company in consultation with the BRLMs on the Anchor Investor Bid/Offer Date Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor 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, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors shall be submitted, prior to and after which BRLMs will not accept any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed Anchor Investor Offer Price The final price at which the Equity Shares will be issued and Allotted to Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap Price The Anchor Investor Offer Price will be decided by our Company in consultation with the BRLMs Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the event the Anchor Investor Allocation Price is lower than the Offer Price, not later than two Working Days after the Bid/Offer Closing Date Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, in consultation with the BRLMs, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. 40% of the Anchor Investor Portion shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified may be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders, to make a Bid and Amount/ ASBA authorising an SCSB to block the Bid Amount in the relevant ASBA Account and will include applications made by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by the UPI Bidders ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and includes the account of a UPI Bidder which is blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder ASBA Bid A Bid made by an ASBA Bidder ASBA Bidders All Bidders except Anchor Investors ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus ASM Additional Surveillance Measure Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s) and the Sponsor Bank(s), as the case may be 3Term Description Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described in “Offer Procedure” on page 438 Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding Date by an Anchor Investor pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and the relevant Bid cum Application Form. The term “Bidding” shall be construed accordingly Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the Bidder and, in the case of RIIs Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such RIIs and mentioned in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the Offer, as applicable Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires. Bid Lot [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Shares of face value of ₹ [●] each thereafter Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, being [●], which shall be published in all editions of will be advertised in all editions of [●] (a widely circulated English language national daily newspaper) and, all editions of [●] (a widely circulated Hindi language national daily newspaper and, Hindi also being the regional language of Delhi, where our Registered and Corporate Office is located). In case of any revisions, the extended Bid/Offer Closing Date shall also be notified on the websites. Our Company, in consultation with the BRLMs, 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. In case of any revision, the extended Bid/ Offer Closing Date shall be widely disseminated by notification to the Stock Exchanges, and also be notified on the websites of the BRLMs and at the terminals of the Syndicate Members and communicated to the designated intermediaries and the Sponsor Bank(s), which shall also be notified in an advertisement in same newspapers in which the Bid/ Offer Opening Date was published, as required under 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, being [●], which shall be published in all editions of [●] (a widely circulated English language national daily newspaper) and, all editions of [●] (a widely circulated Hindi language national daily newspaper and, Hindi also being the regional language of Delhi, where our Registered and Corporate Office is located). Bid/ Offer Period Except in relation to Bids by Anchor Investors, the period between the Bid/Offer Opening Date and the Bid/Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and in terms of the Red Herring Prospectus. Provided that the Bidding shall be kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors In cases of force majeure, banking strike or similar unforeseen circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working Days, subject to the Bid/Offer Period not exceeding 10 Working Days 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 ASBA Bidder and 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 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 Book Running Lead Managers/ The book running lead managers to the Offer namely, Nuvama Wealth Management Limited, BRLMs/Managers and Equirus Capital Private Limited Broker Centres Broker centres of the Registered Brokers where ASBA Bidders can submit the ASBA Forms, provided that UPI Bidders 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 (www.bseindia.com and www.nseindia.com) CAN/ Confirmation of Allocation Note Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, 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 the Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted, including any revisions 4Term Description thereof. The Cap Price shall be at least 105% of the Floor Price and shall not be more than 120% of the Floor Price Cash Escrow and Sponsor Bank(s) Agreement to be entered into and amongst our Company, the Selling Shareholders, the Agreement Registrar to the Offer, the Book Running Lead Managers, the Syndicate Members, the Bankers to the Offer in accordance with UPI Circulars, for inter alia, the appointment of the Banker(s) to the Offer for the collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and where applicable, refunds of the amounts collected from Bidders, on the terms and conditions thereof in accordance with the UPI Circulars Client ID Client identification number maintained with one of the Depositories in relation to the Bidder’s beneficiary account Collecting Depository Participant/ CDP A depository participant as defined under the Depositories Act, registered with SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), issued by SEBI and other applicable circulars issued by SEBI as per the lists available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time 1 Lattice Lattice Technologies Private Limited 1 Lattice Report Report titled “Railway Equipment & WTG Industry report” dated March 2026 prepared and issued by 1Lattice which has been commissioned by and paid for by our Company pursuant to an engagement letter dated August 18, 2025 entered into with 1Lattice, exclusively for the purposes of the Issue. The report is available on the website of our Company at https://pioneerfilmed.com/investors Collecting Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Agents/ CRTAs Designated RTA Locations in terms of, among others, SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI as per the lists available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price within the Price Band Only Retail Individual Investors Bidding in the Retail 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 Details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor status, occupation and bank account details and UPI ID, where applicable Designated CDP Locations Such locations of the CDPs where ASBA 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 at www.bseindia.com and www.nseindia.com and updated from time to time Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts blocked are transferred from the ASBA Accounts, as the case may be, to the Public Offer Account(s) or the Refund Account(s), as appropriate, in terms of the Red Herring Prospectus and the Prospectus, after the finalisation of the Basis of Allotment in consultation with the Designated Stock Exchange, following which Equity Shares may be Allotted to successful Bidders in the Offer Designated Intermediaries Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in relation to RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the relevant Bidders, in relation to the Offer. In relation to ASBA Forms submitted by RIIs (not using the UPI mechanism) by authorising an SCSB to block the Bid Amount in the ASBA Account and high net worth individuals bidding with an application size of up to ₹0.50 million (not using the UPI Mechanism) by authorizing an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate, Registered Brokers, CDPs and RTAs In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIIs (not using the UPI Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate, sub Syndicate, Registered Brokers, CDPs and CRTAs Designated RTA Locations Such centres of the RTAs where ASBA Bidders can submit the ASBA Forms (in case of UPI Bidder only ASBA Forms under UPI). The details of such Designated RTA Locations, along with the names and contact details of the RTAs are available on the respective websites of the 5Term Description Stock Exchanges at www.bseindia.com and www.nseindia.com and 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?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time Designated Stock Exchange [●] Draft Abridged Prospectus The memorandum dated March 29, 2026 containing such salient features of this Draft Red Herring Prospectus as may be specified by SEBI in this regard Draft Red Herring Prospectus/ DRHP This draft red herring prospectus dated March 29, 2026 issued by our Company 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 and includes any addenda or corrigenda thereto Eligible FPI(s) FPIs that are eligible to participate in this Offer in terms of applicable laws and from such jurisdictions outside India where it is not unlawful to make an offer / invitation under the Offer and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to purchase the Equity Shares Eligible NRI(s) 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 Escrow Account(s) The ‘no-lien’ and ‘non-interest’ bearing account to be 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 Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an issue under the SEBI BTI Regulations and with whom the Escrow Account(s) will be opened, in this case being [●] Equirus Equirus Capital Private Limited First Bidder 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(s) 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 Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Fresh Issue The fresh issue of up to [●] Equity Shares of face value of ₹10 each by our Company, at ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share) aggregating up to ₹ 2,500.00 million. For information, see “The Offer” on page 61*. * Our Company, in consultation with the BRLMs, may consider a further issue of specified securities, through a preferential issue or any other method as may be permitted under the applicable law to any person(s), for an amount aggregating up to ₹ 500.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety) and as may be required under applicable law. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus General Information Document The General Information Document for investing in public offers, prepared and issued in accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020, issued by SEBI, suitably modified and updated pursuant to, among others, the UPI Circulars and any subsequent circulars or notifications issued by SEBI from time to time. The General Information Document shall be available on the websites of the Stock Exchanges and Book Running Lead Manager. GSM Graded Surveillance Measures Gross Proceeds The gross proceeds of the Fresh Issue June 2021 Circular SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 Life Insurance Companies An entity registered with the Insurance Regulatory and Development Authority of India under the provisions of the Insurance Act, 1938 6Term Description Monitoring Agency Monitoring agency appointed pursuant to the Monitoring Agency Agreement, namely [●] 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 Portion 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 Mutual Funds Mutual funds registered with SEBI under the SEBI Mutual Funds Regulations Net Proceeds The proceeds of the Fresh Issue less our Company’s share of the Offer related expenses. For details regarding the use of the Net Proceeds and the Offer related expenses, see “Objects of the Offer – Requirements of funds and utilization of Net Proceeds” on page 98 Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors Non-Institutional Investors/ NIIs All Bidders that are not QIBs or Retail Individual Investors and who have Bid for Equity Shares for an amount more than ₹ 0.20 million (but not including NRIs other than Eligible NRIs) Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity Shares of face value of ₹10 each which shall be available for allocation to Non-Institutional Investors, of which (a) one-third portion shall be reserved for applicants with application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (b) two-thirds portion shall be reserved for applicants with application size of more than ₹ 1.00 million, 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 Non-Resident/NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs Nuvama Nuvama Wealth Management Limited Offer The initial public offering of up to [●] Equity Shares of face value of ₹ 10 each for cash at a price of ₹ [●] each (including a share premium of ₹ [●] each), aggregating up to ₹ [●] million by our Company comprising a Fresh Issue of [●] Equity Shares of face value of ₹ 10 each aggregating up to ₹ 2,500.00 million, an Offer for Sale of up to [●] Equity Shares of face value of ₹ 10 each aggregating to ₹ 2,500.00 million by the Selling Shareholders.* * Our Company, in consultation with the BRLMs, may consider a further issue of specified securities, through a preferential issue or any other method as may be permitted under the applicable law to any person(s), for an amount aggregating up to ₹500.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety) and as may be required under applicable law. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus Offer Agreement The agreement dated March 29, 2026 amongst our Company, the Selling Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in relation to the Offer Offer for Sale The offer for sale component of the Offer of up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ 2,500.00 million, comprising of an offer for sale of up to [●] Equity Shares of face value of ₹10 each by Pioneer Facor Infradevelopers Private Limited aggregating up to ₹ 1,250.00 million and up to [●] Equity Shares of face value of ₹10 each by Aztech India Private Limited, aggregating up to ₹ 1,250.00 million Offer Price ₹ [●] per Equity Share, being the final price within the Price Band, at which Equity Shares will be Allotted to successful Bidders, other than Anchor Investors as determined in accordance with the Book Building Process and determined by our Company, in consultation with the Book Running Lead Managers, in terms of the Red Herring Prospectus on the Pricing Date. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of the Red Herring Prospectus The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing Date, in accordance with the Book Building Process and in terms of the Red Herring Prospectus Offered Shares Up to [●] Equity Shares of face value of ₹10 each aggregating to ₹ 2,500.00 million being offered for sale by the Selling Shareholders in the Offer for Sale component of the Offer Pre-IPO Placement Our Company in consultation with the Book Running Lead Managers, may consider a pre- IPO placement, through a preferential issue or any other method, as may be permitted under 7Term Description applicable law for an amount aggregating up to ₹ 500.00 million, at its discretion, prior to the filing of the Red Herring Prospectus with the RoC. The pre-IPO placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLM. If the pre-IPO placement is completed, the amount raised pursuant to the pre-IPO placement will be reduced from the Fresh Issue, subject to compliance with rule 19(2)(b) of the SCRR. The pre-IPO placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the pre-IPO placement, prior to allotment pursuant to the pre-IPO placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any pre-IPO placement to the Stock Exchanges, within 24 hours of such pre-IPO placement (in part or in entirety) and as may be required under applicable law. Further, relevant disclosures in relation to such intimation to the subscribers to the pre-IPO placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum price of ₹ [●] per Equity Share (Cap Price) including any revisions thereof. The Cap Price shall be at least 105% of the Floor Price and shall be less than or equal to 120% of the Floor Price. The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, and will be advertised in all editions of [●] (a widely circulated English language national daily newspaper) and, all editions of [●] (a widely circulated Hindi language national daily newspaper and, Hindi also being the regional language of Delhi, 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 Pricing Date The date on which our Company, in consultation with the BRLMs, will finalise the Offer Price Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined at the end of the Book Building Process, the size of the Offer and certain other information, including any addenda or corrigenda thereto Public Offer Account Bank(s) The banks with which the Public Offer Account(s) is opened for collection of Bid Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being [●] Public Offer Account(s) Bank account(s) to be opened with the Public Offer Account Bank(s) under Section 40(3) of the Companies Act, 2013, to receive monies from the Escrow Account(s) and ASBA Accounts on the Designated Date QIB Category/ QIB Portion The category of the Offer (including the Anchor Investor Portion), being not more than 50% of the Offer, consisting of up to [●] Equity Shares of face value of ₹10 each aggregating to ₹ [●] million, which shall be available for allocation to QIBs on a proportionate basis, including the Anchor Investor Portion (in which allocation shall be on a discretionary basis, as determined by our Company in consultation with the BRLMs), subject to valid Bids being received at or above the Offer Price or the Anchor Investor Offer Price (for Anchor Investors) Qualified Institutional Buyer(s)/ QIB(s)/ Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR QIB Bidder(s) Regulations Red Herring Prospectus/ 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 offered and the size of the Offer including any addenda or corrigenda thereto The Bid/Offer Opening Date shall be at least three Working Days after the filing of Red Herring Prospectus with the RoC. The Red Herring Prospectus will become the Prospectus upon filing with the RoC after the Pricing Date, including any addenda or corrigenda thereto Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid Amount to the Anchor Investors shall be made. Refund Bank(s) The Banker(s) to the Offer which are a clearing member registered with SEBI under the SEBI BTI Regulations with whom the Refund Account(s) will be opened, in this case being [●] Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals, other than the members of the Syndicate and eligible to procure Bids in terms of the SEBI ICDR Master Circular and the SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, and the UPI Circulars, issued by SEBI Registrar Agreement The agreement dated March 29, 2026 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 and Share Transfer Agents/ RTAs Registrar and share transfer agents registered with SEBI and eligible to procure Bids from relevant Bidders at the Designated RTA Locations in the term of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI and as per the list available on the websites of BSE and NSE, and the UPI Circulars. 8Term Description Registrar to the Offer/ Registrar MUFG Intime India Private Limited (formerly Link Intime India Private Limited) Retail Individual Investors(s)/ RII(s) Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹ 0.20 million in any of the bidding options in the Offer (including HUFs applying through their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs) Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity Shares of face value of ₹10 each, available for allocation to Retail Individual Investors as per the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their ASBA Form(s) or any previous Revision Form(s) 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 can revise their Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date SCORES SEBI Complaints Redressal Mechanism Self-Certified Syndicate Bank(s)/ SCSB(s) (i) The banks registered with SEBI, offering services in relation to ASBA (other than through UPI Mechanism), a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as applicable, or such other website as updated from time to time, and (ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated from time to time In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time to time. 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 applications, which, are live for applying in public issues using UPI Mechanism as provided as ‘Annexure A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time Share Escrow Agent The share 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 respective portion of Equity Shares being offered by each Selling Shareholder in the Offer for Sale portion of the Offer and credit of such Equity Shares to the demat account of the Allottees in accordance with the Basis of Allotment Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which will be included in the Bid cum Application Form Sponsor Bank(s) The Bankers to the Offer registered with SEBI, which have been appointed by our Company to act as a conduit between the Stock Exchanges and NPCI in order to push the UPI Mandate Request and/or payment instructions of the UPI Bidders using the UPI and carry out other responsibilities, in terms of the UPI Circulars, in this case being [●] Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited STT Securities transaction tax Syndicate Agreement Agreement to be entered into among our Company, the Selling Shareholders, the BRLMs, the Syndicate Members and the Registrar to the Offer in relation to collection of Bid cum Application Forms by Syndicate Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept bids, applications and place order with respect to the Offer and carry out activities as an underwriter, namely, [●] Syndicate/members of the Syndicate Together, the BRLMs and the Syndicate Members Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to collect ASBA Forms and Revision Forms Systemically Important Non-Banking Systemically important non-banking financial company as defined under Regulation 2(1)(iii) Financial Company/ NBFC-SI of the SEBI ICDR Regulations 9Term Description Underwriters [●] Underwriting Agreement The agreement among the Underwriters, the Selling Shareholders, our Company and the Registrar to the Offer to be entered into 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 Bidder(s) Collectively, individual investors applying as Retail Individual Investors in the Retail Portion and individuals applying as Non-Institutional Investors with a Bid Amount of up to ₹ 0.50 million in the Non-Institutional Portion and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and RTAs. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) and the SEBI ICDR Master Circular, all individual investors applying in public issues where the application amount is up to ₹ 0.50 million shall use UPI and shall provide their UPI ID in the bid-cum-application form submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity) UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 (to the extent such circular is not rescinded by the SEBI RTA Master Circular, as applicable to RTA), the SEBI RTA Master Circular, the SEBI ICDR Master Circular, and any subsequent circulars or notifications issued by SEBI in this regard, along with the circulars issued by the Stock Exchanges in this regard, including the circulars issued by NSE having reference no. 23/2022 dated July 22, 2022, and having reference no. 25/2022 dated August 3, 2022, and the circulars issued by BSE having reference no. 20220702-30 dated July 22, 2022, and having reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued by the Stock Exchanges in this regard UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked mobile application as disclosed by SCSBs on the website of SEBI and by way of an SMS directing the UPI Bidders to such UPI linked mobile application) to the UPI Bidders using the UPI Mechanism initiated by the Sponsor Banks to authorize blocking of funds equivalent to the Bid Amount in the relevant ASBA Account through the UPI linked mobile application, and the subsequent debit of funds in case of Allotment UPI Mechanism The Bidding mechanism that may be used by UPI Bidders to make Bids in the Offer in accordance with UPI Circulars UPI PIN Password to authenticate UPI transaction Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Working Day All days on which commercial banks in Mumbai, India are open for business, provided however, for the purpose of announcement of the Price Band and the Bid/Offer Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays and public holidays on which commercial banks in Maharashtra, India are open for business and the time period between the Bid/Offer Closing Date and listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges excluding Sundays and bank holidays in India in accordance with circulars issued by SEBI, including UPI Circulars Conventional and General Terms and Abbreviations Term Description A/c Account AGM Annual general meeting AIF Alternate Investment Fund AS or Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India AY Assessment Year BSE BSE Limited Calendar Year or year Unless the context otherwise requires, shall refer to the twelve-month period ending December 31 Category I AIF, Category II AIF, Category AIFs registered under different categories under the SEBI AIF Regulations III AIF Category I FPIs, Category II FPIs FPIs registered under different categories under the SEBI FPI Regulations CDSL Central Depository Services (India) Limited CAGR Compounded Annual Growth Rate CIN Corporate Identity Number 10Term Description Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and clarifications made thereunder, as the context requires Companies Act, 2013/ Companies Act Companies Act, 2013 and the rules, regulations, notifications, modifications and clarifications thereunder CCI Competition Commission of India Consolidated FDI Policy The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any amendments or substitutions thereof, issued from time to time COVID-19 A public health emergency of international concern as declared by the World Health Organization on January 30, 2020, and a pandemic on March 11, 2020 CSR Corporate social responsibility Demat Dematerialised Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder Depository or Depositories NSDL and/or CDSL DIN Director Identification Number DP ID Depository Participant’s Identification Number DP/ Depository Participant A depository participant as defined under the Depositories Act DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India DPDP Act Digital Personal Data Protection Act, 2023 EGM Extraordinary general meeting FDI Foreign direct investment FEMA Foreign Exchange Management Act, 1999, including the rules and regulations thereunder FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019 FI Financial institutions Financial Year/ Fiscal, FY/ F.Y. Period of twelve months ending on March 31 of that particular year, unless stated otherwise FIR First information report FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations 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 under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000) registered with SEBI GDP Gross domestic product GoI / Central Government Government of India GST Goods and services tax HUF Hindu undivided family I.T. Act Income-tax Act, 1961 ICAI The Institute of Chartered Accountants of India IFRS International Financial Reporting Standards Ind AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles generally accepted in India including the accounting standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended IPO Initial public offer IPR Intellectual property rights IS Indian Standards ISO International Organization for Standards IT Information technology IT Act Information Technology Act, 2000 MCA Ministry of Corporate Affairs, Government of India MCLR Marginal cost of fund-based lending rate Mn/ mn Million MOU Memorandum of understanding N.A. or NA Not applicable NACH National Automated Clearing House NAV Net asset value NBFC Non-Banking Financial Companies NEFT National electronic fund transfer NCLT National Company Law Tribunal NPCI National Payments Corporation of India NRE Account Non-resident external account established in accordance with the Foreign Exchange Management (Deposit) Regulations, 2016 NRI/ Non-Resident Indian A person resident outside India who is a citizen of India as defined under the Foreign Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955 11Term Description NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange Management (Deposit) Regulations, 2016 NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts in which not less than 60% of the beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003, and immediately before such date had taken benefits under the general permission granted to OCBs under the FEMA. OCBs are not allowed to invest in the Offer OCI Overseas Citizen of India ODI Overseas Direct Investment P/E Ratio Price/earnings ratio PAN Permanent account number allotted under the I.T. Act PAT Profit after tax R&D Research and development RBI Reserve Bank of India Resident Indian A person resident in India, as defined under FEMA Regulation S Regulation S under the U.S. Securities Act RONW Return on net worth Rs. / Rupees/ ₹ / INR Indian Rupees RTGS Real time gross settlement SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992 SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 SEBI ICDR Master Circular SEBI ICDR Master Circular - SEBI master circular bearing reference SEBI/ HO/49/14/14(2)2026-CFD-POD2/I/4518/2026 dated February 9, 2026, as amended SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 SEBI Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI Merchant Bankers Regulations Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 SEBI Mutual Funds Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 SEBI RTA Master Circular SEBI master circular no. SEBI/ HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 dated February 6, 2026, as amended SEBI SBEB 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 Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant to SEBI AIF Regulations State Government Government of a state of India. U. S. Securities Act United States Securities Act of 1933, as amended US GAAP Generally Accepted Accounting Principles in the United States of America. USA/ U.S. / US The United States of America USD / U.S.$ United States Dollars VAT Value added tax VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF Regulations (now repealed) or the SEBI AIF Regulations, as the case may be WACA Weighted average cost of acquisition, on a fully diluted basis Business, Technical and Industry Related Terms Term Description AC Alternating current ALMM Approved list of models & manufacturers Bawal Facility - I Our Company’s manufacturing facility located at plot no. 177-178, sector-4, HSIIDC growth centre, Bawal district- Rewari, Haryana, India- 123 501 12Term Description Bawal Facility - II Our Subsidiary, Pioneer Rail Equipments Private Limited’s manufacturing facility located at plot no. 177-178, sector-4, HSIIDC growth centre, Bawal district- Rewari, Haryana, India- 123 501 BIS Bureau of Indian Standards DC Direct current EMU Electric multiple unit EP-brake Electro-pneumatic brakes HHP 4500 High Horsepower 4500 HP diesel-electric locomotives HP 6000 6000 Horsepower WIGBT Insulated-gate bipolar transistors LHB Coaches Linke Hofmann Busch (LHB) coaches Manesar Facility Our Company’s manufacturing facility located at plot No. 41-42, sector 5, IMT Manesar, Gurgaon, India – 122 050 MEMU Mainline electric multiple unit MW Megawatt NBC National Building Code OEM Original equipment manufacturer Order Book Our order book comprises of the unexecuted portion of the purchase orders we have received PSD Platform screen doors RDSO Research Design and Standards Organisation VVVF Variable voltage variable frequency WAG-9 Wide gauge, AC current, goods traffic, 9th generation WAP-7 Wide Gauge, AC current, passenger-service 7th generation Key performance indicators Term Description Closing Order Book (in ₹ million) The value of the closing order book as of the respective dates is calculated as the total value of purchase orders and commitments received by our Company from its customers during the financial year/period (excluding cancelled purchase orders and commitments), net of the sale of finished goods during the same period as increased by the outstanding purchase orders and commitments as at the previous reporting date EBITDA (in ₹ million) Profit before tax plus Finance cost plus Depreciation and amortization expense minus other income minus share in profit of joint venture EBITDA Margin (%) EBITDA as a percentage of Revenue from operations Net Debt / Equity (no. of times) Net Debt (Total Borrowings plus Total Lease Liabilities minus Cash and Cash Equivalents) divided by Total Equity where Total Equity represents Equity share capital plus other equity plus non-controlling interest Net Fixed Asset Turnover (no. of times) Revenue from operation divided by (Property plant and equipment+ Right of use of assets plus capital work in progress) Net Working Capital Days (no. of days) (Net Working Capital divided by Revenue from Operations of the financial year/ period ) multiplied by number of days financial period in the period/ year, where Net Working Capital is calculated as (Current assets minus cash and cash equivalents minus other bank balances) minus (current liabilities minus short term borrowings (including cash credit and working capital demand loan) minus short term lease liabilities) Order Book / Sales (no. of times) Order book to sales ratio is calculated as closing order book value divided by revenue from operations for the respective period/year PAT (in ₹ million) Profit before tax minus total tax expense PAT Margin (%) PAT as a percentage of Revenue from operations Revenue (in ₹ million) Revenue from sale of goods plus revenue from sale of services plus other operating revenue Revenue Growth (%) Revenue growth is calculated as the percentage increase in revenue from operations compared to the previous year RoCE (%) EBIT divided by Closing Capital Employed, where EBIT represents Profit before tax plus Finance cost minus other income minus share in profit of joint venture, and Closing Capital Employed represents Total Equity plus Total borrowings Plus total lease liabilities plus deferred tax liabilities minus deferred tax assets RoE (%) PAT divided by (Closing Equity share capital plus other equity plus non-controlling interest) 13CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this Draft Red Herring Prospectus. Financial Data Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that particular calendar year and accordingly, all references to a particular financial year or fiscal are to the 12-month period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar year. Unless the context requires otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year and references to a Fiscal/Fiscal Year are to the year ended on March 31, of that calendar year. Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios in this Draft Red Herring Prospectus have been derived from the Restated Consolidated Financial Information. For further information, see “Restated Consolidated Financial Information” on page 284. The restated consolidated financial information of our Company and our Subsidiaries (“Group”) comprising the restated consolidated statements of assets and liabilities as at September 30, 2025 and March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statements of profit and loss (including other comprehensive income), the restated consolidated statements of cash flow and the restated consolidated statements of changes in equity, the summary statement of material accounting policies and other explanatory information for half year ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023, (collectively, “restated consolidated financial information”) as approved by the Board of Directors of our Company prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by Institute of Chartered Accountants of India (“ICAI”), as amended from time to time. For further details, please see “Financial Information” on page 284. There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our Company’s financial data. For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition” on page 59. 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 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. Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal points to conform to their respective sources. In this 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 and all percentage figures have been rounded off to two decimal places. In certain instances, discrepancies in any table between the sums of the amounts listed in the table and totals are due to rounding off. Further, any figures sourced from third party industry sources may be rounded off to other than to the second decimal to conform to their respective sources. Any percentage amounts, or ratios (excluding certain operational metrics), in relation to the financial information of our Company as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 18, 214 and 267, respectively, and elsewhere in this Draft Red Herring Prospectus, unless otherwise stated or context requires otherwise, have been derived from Restated Consolidated Financial Information or non- GAAP financial measures as described below. 14Non-GAAP Financial Measures Certain measures included in this Draft Red Herring Prospectus, for instance EBITDA, EBITDA Margin, Net Debt / Equity, Net Fixed Asset Turnover, Net Working Capital Days, PAT Margin, Revenue Growth, RoCE and RoE (the “Non-GAAP Measures’’), presented in this Draft Red Herring Prospectus are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or US GAAP. Furthermore, these Non-GAAP Measures, are not a measurement of our financial performance or liquidity under Indian GAAP, IFRS or US GAAP and should not be considered as an alternative to net profit/loss, revenue from operations or any other performance measures derived in accordance with Ind AS, IFRS or US GAAP or as an alternative to cash flow from operations or as a measure of our liquidity. Further, these Non-GAAP Measures and other statistical and other information relating to operations and financial performance should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, these Non-GAAP Measures and other statistical and other information relating to operations and financial performance, are not standardised terms and may not be computed on the basis of any standard methodology that is applicable across the industry and therefore, may not be comparable to financial measures of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. Further, they may have limited utility as a comparative measure. Although such Non-GAAP financial measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. Industry and Market Data Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or derived from the report titled “Railway Equipment & WTG Industry report” dated March 2026, prepared by 1Lattice, 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, pursuant to the engagement letter dated August 18, 2025. The 1Lattice Report is available on the website of our Company at the following web-link: https://pioneerfilmed.com/investors until the Bid / Offer Closing Date. Unless otherwise indicated, all financial, operational, industry and other related information derived from the 1Lattice Report and included in this Draft Red Herring Prospectus with respect to any particular year, refers to such information for the relevant calendar year. 1Lattice is an independent agency which has no relationship with our Company, Subsidiaries, Promoters, Directors, Key Managerial Personnel, Senior Management or the Book Running Lead Managers. In accordance with the disclosure requirements under the SEBI ICDR Regulations, “Basis for Offer Price” on page 114 includes information relating to our peer group companies. Such information has been derived from publicly available sources specified therein. 1Lattice has required us to include the following information in connection with the 1Lattice Report: “The report has been prepared as a general summary of matters on the basis of our interpretation of the publicly available information, our experiences and the information provided to us, and should not be treated as a substitute for a specific business advice concerning individual matters, situations or concerns. Procedures we have performed do not constitute an audit of the Company’s historical financial statements nor do they constitute an examination of prospective financial statements. Accordingly, we express no opinion, warranty, representation or any other form of assurance on the historical or prospective financial statements, management representations. We have not carried out any financial, tax, environmental or accounting due diligence with respect to the Company.” Industry publications generally state that the information contained in such publications has been obtained from publicly available documents from various sources believed to be reliable but accuracy, completeness relevance of such information shall be subject to the disclaimers, context and underlying assumptions of such sources. The data used in these sources may have been reclassified by us for the purposes of presentation and may also not be comparable. The excerpts of the Industry Report are disclosed in this Draft Red Herring Prospectus and there are no parts, information, data (which may be relevant for the proposed Offer), left out or changed in any manner. The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful and depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard data gathering methodologies in the industry in which our Company conducts business and methodologies, and assumptions may vary widely among different market and industry sources. Such information involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by 1Lattice exclusively commissioned and paid for by us for such purpose” on page 51. Accordingly, no investment decision should be solely made on the basis of such information. 15Currency and Units of Presentation All references to: - “Rupees” or “INR” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India; - “U.S $”, “U.S. Dollar”, “USD” are to United States Dollars, the official currency of the United States of America; - “CNY” or “¥” are to Renminbi, the official currency of the People’s Republic of China; and - “JPY” or “¥” are to Japanese Yen, the official currency of the Japan. All the figures in this Draft Red Herring Prospectus, except for figures derived from the 1Lattice Report (which are in million or billion), 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 1,000,000 and one billion represents 1,000,000,000. 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 the second decimal. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given, and (ii) the sum of the figures in a column or row in certain tables may not conform exactly to the total figure given for that column or row. However, figures sourced from third-party industry sources may be expressed in denominations other than 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. Time All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Exchange Rates This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be construed as a representation that such currency amounts could have been, or can be converted into Indian Rupees, at any particular rate, or at all. The following table sets forth, for the periods indicated, information with respect to the exchange rate between the ₹ and certain currencies: (in ₹) Currency As at September 30, 2025 March 31, 2025^ March 31, 2024* March 31, 2023 1 USD 88.79 85.58 83.37 82.22 1 CNY 12.44 11.77 11.53 11.94 1 JPY 0.59 0.57 0.55 0.62 Source: FBIL Reference Rate as available on www.fbil.org.in, www.rbi.org.in and www.oanda.com/currency-converter/en/ ^ Since March 31, 2025 was a public holiday on account of Id-ul-Fitr, March 30, 2025 was a Sunday and March 29, 2025 was a Saturday, the exchange rate was considered as on March 28, 2025, being the last working day prior to March 31, 2025. * Since March 31, 2024 was a Sunday, March 30, 2025 was a Saturday and March 29, 2024 was a public holiday on account of Good Friday, the exchange rate was considered as on March 28, 2024, being the last working day prior to March 31, 2024. 16FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may be described as “forward-looking statements”. These forward-looking statements include statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. All statements regarding our expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, plans, revenue, and profitability (including, without limitation, any financial or operating projections or forecasts) and other matters discussed in this Draft Red Herring Prospectus that are not historical facts. However, these are not the exclusive means of identifying forward-looking statements. These forward-looking statements, whether made by us or a third party, are based on our current plans, estimates and expectations and actual results may differ materially from those suggested by such forward-looking statements. All forward- looking statements are subject to risks, uncertainties, and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries we cater and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and globally, which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts of violence. Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: • Dependence on the railways and metro rail customers for a significant portion of purchase orders in our Order Book. • Dependence on top 10 customers for revenue from operations. • Uncertainty in realisation of revenue from our Order Book due to potential delays, modifications, cancellations, or non- payment of orders, which may adversely affect our business, results of operations, and financial condition. • Dependence of revenue from orders derived from existing customers. • Dependence on meeting pre-qualification criteria and maintaining approved vendor status to secure tenders, failure of which may adversely impact our order book and results of operations. For a further discussion of factors that could cause our actual results to differ from the expectations, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 18, 214 and 367, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially be different from those that have been estimated. Forward-looking statements reflect our current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. These statements are based on our management’s belief and assumptions, which in turn are based on currently available information. Although we believe that the assumptions on which such statements are based are reasonable, any such assumptions as well as statements based on them could prove to be inaccurate and the forward looking statements based on these assumptions could be incorrect. Neither our Company, the Selling Shareholders, our Directors nor the members of the Syndicate or any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of material developments pertaining to our Company from the date of this Draft Red Herring Prospectus until the time of the grant of listing and trading permissions by the Stock Exchanges. 17SECTION II - RISK FACTORS An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. The risks described in this section are those that we consider to be the most significant to our business, results of operations, cash flows and financial condition as of the date of this Draft Red Herring Prospectus. The risks set out in this section may not be exhaustive and additional risks and uncertainties, not currently known to us or that we currently do not deem material, may arise or may become material in the future and may also adversely affect our business, results of operations, cash flows and financial condition. If any or a combination of the following risks, or other risks that are not currently known or are not currently deemed material, actually occur, our business, results of operations, cash flows and financial condition could be adversely affected, the trading price of our Equity Shares could decline, and investors may lose all or part of their investment. In order to obtain a complete understanding of our Company and our business, prospective investors should read this section in conjunction with “Our Business”, “Industry Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated Financial Information” on pages 214, 131, 367 and 284, respectively, as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. In making an investment decision, prospective investors must rely on their own examination of us and our business and the terms of the Offer including the merits and risks involved. Unless otherwise indicated or unless context requires otherwise, the financial information included herein is based on our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. Our financial year ends on March 31 of each year, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. Unless otherwise indicated or the context otherwise requires, the financial information for the six months period ended September 30, 2025, and the Fiscals 2025, 2024 and 2023 included herein is derived from the Restated Consolidated Financial Information, included in this Draft Red Herring Prospectus. For further information, see “Restated Consolidated Financial Information” beginning on page 284. In making an investment decision, prospective investors must rely on their own examination of us and our business and the terms of the Offer including the merits and risks involved. investors should consult their tax, financial and legal advisors about the particular consequences of investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify the financial or other impact of any of the risks described in this section. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment which may differ in certain respects from that of other countries. This Draft Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. For further information, see “Forward-Looking Statements” on page 17. Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Railway Equipment & WTG Industry report” dated March 2026 (the “1Lattice Report”) prepared and released by 1Lattice, exclusively commissioned by our Company and paid for in connection with the Offer, pursuant to an engagement letter dated August 18, 2025. The 1Lattice Report will be available on the website of our Company at the following web-link: www.pioneerfilmed.com/investors from the date of filing this Draft Red Herring Prospectus until the Bid / Offer Closing Date. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant financial year. For more information, see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 14. Internal Risk Factors 1. Our railways and metro businesses constitute a significant share of our order book, with contracts largely secured through competitive bidding. We may not be able to qualify for, compete and win contracts or identify new contracts, or lose contracts on account of changes in government policies, regulatory requirements, tender conditions or delays in approvals which could adversely affect our business and results of operations. We derive a significant portion of our Order Book from railway and metro rail customers, and contracts from these customers are dependent on winning bids submitted to them. As of six-month period ended September 30, 2025, our Order Book from the railways and metros was ₹ 4,046.03 million or 91.59% of our total Order Book. As a part of our business and operations, we participate in tenders on an ongoing basis. Contracts are awarded following competitive bidding processes and satisfaction of prescribed qualification criteria. The following table sets forth the details of bids for tenders at various stages for the periods as stated below: 18Particulars Six month period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Tenders applied (Nos.) 101 259 266 264 Tenders awarded (Nos.) 54 156 127 109 Win/loss ratio (%) 53.47% 60.23% 47.74% 41.29% Procuring entities issue notices inviting tenders, pursuant to which interested bidders submit bids. While preparing our bids, we conduct internal assessments including feasibility and site studies, cost estimations, and supplier evaluations to determine the estimated project cost and apply a contract-specific margin to arrive at the final bid amount. Although we have previously secured contracts based on our technical qualifications and financial scores, there can be no assurance that we will continue to win similar or higher-value contracts. While prior eligibility and financial capability are key considerations, we may not always meet the required criteria, particularly for larger projects. Certain projects require specialised capabilities, proprietary technologies or certifications that we may not possess internally, and our ability to participate in such projects may depend on collaborations or consortium arrangements with technical partners. In certain cases, our products are required to undergo pre-qualification or approval processes with customers or designated approving authorities prior to participation in tenders. Such processes may involve technical evaluations, and compliance reviews in accordance with prescribed specifications and standards. Any delay or inability to obtain such pre-qualification may adversely affect our ability to participate in tenders. Our collaborations and consortium arrangements, including those with overseas partners for platform screen door and metro rail projects, are important for our participation in certain tenders and for project execution. Any non- performance, delays, financial distress or withdrawal by such partners, or disruptions arising from geopolitical or regulatory developments affecting cross-border collaborations, may adversely affect our ability to execute projects, increase costs, or expose us to contractual liabilities and obligations. Government tender processes may also be subject to changes in qualification criteria, delays or uncertainties. In addition, contracts awarded to us may also be subject to litigation by unsuccessful bidders, which may delay project commencement and require additional time and resources. However, during the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, none of the contracts awarded to us were subject to such litigation. Our contracts are typically awarded for defined terms or quantities and may be re-tendered upon expiry. There can be no assurance that we will be awarded such contracts upon re-tendering. Our ability to secure new contracts and the timing of contract awards may materially affect our business, financial condition, cash flows, results of operations and growth prospects. 2. A substantial portion of our revenues is dependent on our top 10 customers. As of the six-month period ended September 30, 2025, Fiscals 2025, 2024 and 2023, we derived 99.27%, 99.30%, 99.43% and 97.79%, respectively, of our revenue from our top 10 customers. The loss of any of these customers will materially and adversely affect our revenues and profitability. Our customers comprise of public sector undertakings and public sector and private customers. We are dependent on a limited number of customers for a significant portion of our revenue from operations during any given fiscal year. During the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, our top 10 customers accounted for 99.27%, 99.30%, 99.43% and 97.79%, respectively, of our revenue from operations. The composition of our top 10 customers tends to vary from year to year, depending on the timing, nature, and value of orders received. Consequently, a significant portion of our revenue remains concentrated among a relatively small group of customers, which exposes us to customer specific risks. The table below sets forth our revenue from our top three, five and 10 customers, for the six-month period ended September 30, 2025 and the last three Fiscals: Particulars* Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total million) revenue from million) revenue million) revenue million) revenue operations from from from operations operations operations Top 3 customers 1,503.96 96.37% 3,192.62 97.81% 2,283.72 98.02% 783.84 91.07% Top 5 customers 1,528.75 97.96% 3,212.89 98.43% 2,301.45 98.78% 809.42 94.04% Top 10 1,549.27 99.27% 3,241.49 99.30% 2,316.51 99.43% 841.62 97.79% customers** 19* Customers may vary across Fiscals / period and does not refer to the same customers across all Fiscals / periods and depend on the specific requirement of our customers in the relevant Fiscal / period. **Our top 10 customers include, amongst others Fangda Innotech Co Ltd, Ashra Consultants Private Limited, and Solarworld Energy Solutions Limited. Names of other customers who form part of our top 10 customers during the Fiscals/periods included above, have not been included in this Draft Red Herring Prospectus due to non-receipt of consent from such customers to be named in the Offer Documents. While we have not faced any customer discontinuance issues in the six months period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, the loss of any of our top customers including those among the top five or top 10 for any reason could materially and adversely impact our business, financial condition, and results of operations. Such reasons may include a customer’s failure to win or renew downstream contracts, the non-renewal or termination of our arrangements with them, inability to meet revised technical or quality specifications, disputes, adverse developments in the customer’s financial condition (including bankruptcy, insolvency, or other financial hardship), or technological shifts rendering our products obsolete or less competitive. While we have not experienced any material instances of customer defaults or significant payment delays in the six- month period ended September 30, 2025, Fiscals 2025, 2024, and 2023, any future default, delay in payments, or financial distress affecting one or more of our key customers may adversely affect our cash flows and profitability. Further, we generally operate based on work orders or delivery schedules issued by our customers, which may be subject to unilateral cancellation with or without cause. While we have not experienced any instances of unilateral cancellation with or without cause in the six-month period ended September 30, 2025, Fiscals 2025, 2024, and 2023, if any such cancellation occurs, especially in relation to large or high margin contracts from our top 10 customers, it could have an adverse impact on our revenue and profitability. In addition, our business is largely dependent on purchase orders and contracts awarded by our customers through tender processes, particularly by public sector entities. There can be no assurance that these customers will continue to procure products or services from us at the same levels in the future. A decrease in business volume or a complete discontinuation of engagement with any such customer could have a material adverse effect on our business, financial condition, and results of operations. 3. Our Order Book may not be representative of our future results and our actual income may be significantly less than the estimates reflected in our Order Book. The products that are included in our Order Book may be delayed, modified, cancelled not fully paid, or suspended by our customers and, therefore our Order Book is not necessarily indicative of our future revenue or profit. Any inability to realise the value of our products could have a material adverse effect on our business, results of operation and financial condition. Our Order Book comprises of the unexecuted portion of purchase orders/contracts as on a particular date. While it reflects the business we expect to execute in the foreseeable future, it is not a guarantee of future operating performance or financial results. Our ability to convert Order Book into revenue is subject to multiple factors, including timely execution, customer satisfaction, fulfilment of contractual obligations, and timely payment by customers. Our Order Book does not necessarily reflect our actual future income or financial results, as there are several factors that could result in variances between the estimated values in our Order Book and actual revenues. These factors include potential delays, customer modifications or cancellations, changes in scope, or unforeseen circumstances affecting our ability to fulfil orders as anticipated. Furthermore, orders in our Order Book may be subject to amendments or adjustments based on changes in customer requirements or budgetary constraints. While we have not faced such changes in the six-month period ended September 30, 2025 and Fiscals 2025, 2024, and 2023, we cannot assure that such modifications will not occur in the future, potentially leading to delays, reductions in scope, or cancellations. Such changes could adversely impact our revenue, cash flows, and overall financial performance. As a result, there is no assurance that the revenue ultimately realized from these orders will align with the initial estimates, and our actual income may be significantly lower than projected. The table below sets out our Order Book to revenue from operations (times) for the six-month period ended September 30, 2025 and the last three Fiscals: Particulars Six-month period Fiscal 2025 Fiscal 2024 Fiscal 2023 ended September 30, 2025 Order Book (in ₹ million) 4,417.62 3,505.25 2,742.78 1,125.04 Revenue from operations (in ₹ million) 1,560.63 3,264.18 2,329.80 860.67 Order Book to revenue from operations (times) 2.83* 1.07 1.18 1.31 *not annualised Our Order Book generally represents business that we expect to materialise in the foreseeable future, cancellations or scope or schedule adjustments may, and do occur. We cannot guarantee that the entire income and profit anticipated 20in our Order Book will be realized. Any cancellations or scope adjustments could reduce the amount of our Order Book, resulting in a decline in our income and profits. There can be no assurance that orders will not be short closed, cancelled or reduced, or that customers will fulfil their payment obligations and other obligations, in a timely manner or at all, in accordance with the purchase orders, or that customers will not dispute the amounts owed to us. While there have been no such instances in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, any delay, cancellation or payment default, or any inability to realise the value of our products in our Order Book, could have a material adverse effect on our business, results of operation and financial condition. 4. A significant portion of our revenue is derived from repeat orders from existing customers, and the absence of long- term contracts or exclusivity arrangements may adversely affect our business, financial condition, and results of operations. Our revenue is heavily dependent on repeat orders from our existing customers, particularly our top customers and we do not typically enter into long-term or committed volume agreements with a majority of our customers. As a result, our revenues are dependent on repeat business. While we have developed long-standing customer relationship with the railways, though they are under no contractual obligation to continue placing orders with us. The table below sets forth the revenue derived from repeat customers and other customers for the periods indicated: Particular Six-month period ended As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 September 30, 2025 Amount (₹ % of total Amount % of total Amount % of total Amount % of total million) revenue (₹ revenue (₹ revenue (₹ revenue from from million) from million) from million) operations operations operations operations Revenue from repeat 1,526.29 97.80% 3,232.45 99.03% 2,312.41 99.25% 664.34 77.19% customers* Revenue from other 34.34 2.20% 31.73 0.97% 17.39 0.75% 196.33 22.81% customers Revenue from 1,560.63 100.00% 3,264.18 100.00% 2,329.80 100.00% 860.67 100.00% operations * Repeat customers are those who purchased products/availed services from our Company in each of the last three fiscals and the six-month period ended September 30, 2025. Although we have consistently received repeat orders from many of our customers, there is no assurance that such customers will continue to place orders with us at the same frequency, quantity, or pricing levels. The absence of binding long-term contracts increases our exposure to customer specific risks, such as changes in procurement policies, entry of competitors, or a shift in demand or pricing. Changes in customer procurement policies, competitive pressures, budgetary constraints, or shifts in customer requirements may also impact the volume and frequency of orders placed with us. Further, if anticipated orders from existing customers do not materialise, it may lead to inventory imbalances, higher working capital requirements and potential inventory obsolescence. While there have been no such instances in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that such events may not occur in the future. 5. Our ability to participate in and secure tenders depends on meeting pre-qualification and obtaining and maintaining approved vendor status, and any failure to satisfy or maintain such criteria may adversely affect our order book and results of operations. The growth of our business is dependent on our ability to successfully bid for and procure contracts at values that are profitable for us or enable us to derive strategic or commercial advantages from such contracts. In selecting suppliers, our customers typically restrict participation in tenders to entities that have been pre-qualified based primarily on technical and financial criteria, including experience, technical capability, compliance with specified technical parameters, past performance, reputation for quality and timely delivery, safety record, financial strength and the size and nature of previously executed contracts, whether with such customers or otherwise. The eligibility criteria for the contracts that we typically bid for also include satisfactory past performance. In addition, certain contracts, particularly those involving new or technologically advanced products, may require successful completion of field trials, prototype validation, or other customer-specified testing and qualification processes prior to commercial acceptance. Such processes may be time-consuming, capital intensive, and subject to factors beyond our control, including customer evaluation timelines, regulatory requirements, performance benchmarks, and operational conditions at testing sites. Any failure to successfully complete such trials, delays in validation, or inability of our products to meet prescribed specifications or performance standards may result in rejection of our products, disqualification from tenders, or postponement of order placement, which could adversely affect our business prospects, operating revenues, and profitability. 21In the event we do not meet applicable eligibility criteria, including technical qualifications, financial thresholds, past performance requirements, or vendor approval norms, we may lose opportunities to participate in tenders, which could adversely impact our order book. In addition to meeting bid capacity requirements, we may also be required to obtain and maintain approved vendor status with certain customers, including government entities, public sector undertakings, and large private sector clients. Such approvals are subject to periodic review and may depend on continued compliance with quality, performance, financial, and operational criteria. Failure to obtain, renew, or retain such approved vendor status may restrict our ability to participate in future tenders, reduce the volume of orders awarded to us, or result in suspension or removal from vendor panels. 6. Our wind generator business is at an early stage and currently relies on a single customer. The loss of this customer, or a substantial reduction in demand from such customer, could adversely affect our business, financial condition, results of operations, and cash flows. Our wind energy business is at a nascent stage, has limited operating track record, and currently contributes a limited portion of our overall revenue from operations. We have recently commenced activities relating to the manufacture and sale of generators for wind energy applications, and accordingly have limited experience in this segment compared to our established business verticals. The table below sets out details of revenue from operations from sale of wind generators and allied services for the six-month period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023: (in ₹ million, unless otherwise stated) Particulars For the six-month Fiscal 2025 Fiscal 2024 Fiscal 2023 period ended September 30, 2025 Revenue % of total Revenue % of total Revenue % of total Revenue % of total from revenue from revenue from revenue from revenue operations from operations from operations from operations from operations operations operations operations Revenue from sale of 28.83 1.85% 90.92 2.78% 22.00 0.95% 10.46 1.21% wind generators and allied services At present, our wind generator business is highly customer-concentrated, and we currently have only one customer for our wind generators. As a result, our revenues from this segment are substantially dependent on the procurement decisions, financial position, project pipeline, and continued engagement of this single customer. The loss of this customer, any reduction, delay, or cancellation of orders, or any deterioration in its financial condition could have a material adverse effect on our wind energy business, results of operations, and cash flows. Further, the demand for wind generators is influenced by sectoral factors such as regulatory policies, tariff frameworks, availability of financing, project viability, and power purchase arrangements entered into by wind energy developers and their power off-takers. Any delays in project approvals, changes in tariff regimes, renegotiation or termination of power purchase agreements, or broader policy uncertainties affecting the renewable energy sector may lead to postponement, reduction, or cancellation of capital expenditure by our customer, which in turn could adversely impact our order inflows and revenue. Given our limited experience in this business, our dependence on a single customer, and the early stage of our planned capacity expansion, there can be no assurance that we will be able to diversify our customer base, achieve meaningful scale, successfully execute our proposed manufacturing plans, or operate this business profitably. Any failure to do so could adversely affect our business prospects, financial condition, and results of operations. 7. Bidding for a tender involves various activities such as detailed project study and cost estimations. Inability to accurately estimate the cost may lead to a reduction in the expected rate of return and profitability estimates. A significant portion of our business is generated through competitive bidding processes pursuant to tender invitations issued by customers. To evaluate a contract tender, we undertake various management discussions, site study, cost estimations, raw material and equipment suppliers among others which aids us to calculate the estimated cost of the contract on which we add-on our margin, which varies from contract to contract, the result of which is the tender amount which we bid for any particular contract. Accordingly, all of the bid amounts are based on estimation of the contract, the fluctuation of which, either marginally or substantially, may impact our margins adversely. Further, we may incorrectly or inadequately estimate the contract cost leading to lower bid amount affecting our profitability, in case the contract is awarded to us. Excess estimation of costs may lead to higher bid amount by us owing to which, we may not be awarded a contract which may substantially impact our results of operations and financials. While there have been no past instances of contract cancellation or 22rescinding of contract awarded in the six months period ended September 30, 2025 and the Fiscals 2025, 2024, and 2023, there can be no guarantee for any contracts applied for in the future. 8. Extended project timelines may expose us to significant execution, financial, and contractual risks. Our locomotive equipment, other railway products, and metro contracts business is primarily conducted through purchase orders and contracts awarded by the railways and metro authorities pursuant to a tender-based process. These contracts typically involve complex technical specifications, phased execution / delivery milestones, and multi-level inspection, review, and certification requirements, which inherently result in defined but sometimes extended execution timelines. While purchase orders received from the railways generally do not involve long supply schedules and are executed within a limited and defined period, metro contracts usually have longer implementation schedules due to their scale and scope. Execution challenges may also stem from factors beyond our control, including clearances, access to customer facilities, restrictions on work during operational hours, and coordination with multiple contractors engaged simultaneously. Lengthy delivery cycles may also intensify working capital pressures, as milestone-linked billing often depends on approvals or inspections that may be delayed by customers. This can lead to higher inventory accumulation, slower receivables realisation, and greater reliance on short-term financing. Moreover, these contracts frequently impose strict obligations relating to delivery adherence, performance benchmarks, and documentation requirements. Any deviation from agreed timelines may expose us to liquidated damages, adverse performance ratings, withholding of payments, invocation of bank guarantees, or reputational setbacks that may affect our ability to qualify for subsequent tenders. Delays may also compel us to allocate additional manpower, replan production schedules, or divert resources from other projects, thereby increasing indirect costs and operational inefficiencies. If we are unable to effectively manage the risks inherent in long-duration projects, or if delays and cost escalations occur to a material extent, our revenues, profitability, liquidity position, and competitive standing in the railway procurement ecosystem may be adversely impacted. While there have been no such instances of material delay in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that such events may not occur in the future. 9. Pricing pressure from customers and competitors may affect our gross margin, profitability and ability to increase our prices, which in turn may materially adversely affect our business, results of operations, cash flows and financial condition. Intense competition in our industry places continuous pressure on us to reduce the prices of our products in order to remain competitive while maintaining required quality standards. These pricing pressures, particularly in the context of bids and tenders, may lead to an erosion of our margins and could have a material adverse effect on our business, results of operations, and financial condition. Estimating the extent and timing of such price reductions is inherently subject to risks and uncertainties, as pricing outcomes are influenced by competitive dynamics, tender conditions, negotiations, and other commercial and market-driven factors. In highly competitive tender processes, especially with large public sector customers, pricing and commercial terms are often unilaterally prescribed through tender documents, leaving limited or no scope for negotiation. As a result, our bargaining power is constrained, and we may be required to accept lower prices to secure or retain contracts. Such competitive and customer-driven price reductions may negatively impact our sales, profitability, and cash flows. Accordingly, companies like ours must continuously seek to reduce operating and manufacturing costs in order to maintain profitability. To protect our margins, we seek price reductions from our suppliers, improvements in production processes to enhance manufacturing efficiency, sourcing optimisation, and other cost-reduction and productivity initiatives. However, there can be no assurance that we will be able to successfully implement such measures or that they will be sufficient to offset future price reductions imposed by customers or competitive pressures. Our ability to mitigate these pricing pressures through technological advancements, improved operational efficiencies, cost-effective sourcing alternatives, new manufacturing processes, or other cost-control initiatives may be limited. Any failure to effectively respond to competitive pricing pressure and customer-driven price reductions could materially and adversely affect our business, financial condition, cash flows, and results of operations. 10. For the six-month period ended September 30, 2025, and Fiscals 2025, 2024 and 2023, our top 10 suppliers contributed to 63.52%, 58.79%, 54.70% and 79.18% of the total purchases of raw materials and stock in trade, respectively. Any shortfall in the supply or availability of our primary raw materials, volatility in the cost of such raw materials or other input costs, or our dependence on a limited number of key suppliers may adversely affect 23the pricing, supply and profitability of our products and may have an adverse effect on our business, results of operations, cash flows and financial condition. Our production processes rely on the uninterrupted supply and cost-effectiveness of specific primary raw materials which are critical to the quality and performance of our products. Any shortfall or disruption in the supply of these materials, including those arising from supplier-specific issues, could materially and adversely affect our business, results of operations, cash flows and financial condition. Further, the price and availability of these raw materials are influenced by factors beyond our control, such as overall economic conditions, production levels, market demand, competition for such materials, production and transportation costs, duties and taxes, and trade or regulatory restrictions. Given that we do not undertake hedging to offset movements in raw material prices, we are exposed to the full impact of volatility in input costs, which could significantly affect our margins and financial performance. While certain of our purchase orders include price variation or escalation clauses that allow for limited adjustment of prices in response to changes in raw material costs, there can be no assurance that such mechanisms will be adequate or timely to fully mitigate the impact of sharp or sustained increases in input prices of all the raw materials. Consequently, fluctuations in raw material costs may continue to have an adverse effect on our profitability and financial condition. Further, certain of our primary raw materials are imported and are subject to risks arising from changes in international trade policies, including import duties, tariffs, trade restrictions, foreign exchange fluctuations and geopolitical developments. In particular, changes in U.S. trade policies, including increased tariffs or measures restricting trade with China, may adversely affect the availability, cost and timing of procurement of such raw materials, which may have an adverse effect on our business, results of operations, cash flows and financial condition. The following table sets forth the cost of raw materials consumed, for the periods indicated: Particulars Six months period Fiscal 2025 Fiscal 2024 Fiscal 2023 ended September 30, 2025 Amount % of Amount % of Amount % of Amount % of (₹ revenue (₹ revenue (₹ revenue (₹ revenue million) from million) from million) from million) from operations operations operations operations Cost of raw materials 1,041.47 66.73% 2,167.95 66.42% 1,573.38 67.53% 577.03 67.04% consumed Although we have not faced any material disruptions in the procurement of raw materials in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, the occurrence of any such event may adversely affect our business, results of operations and financial condition. Further, our purchase orders with our customers have built-in price adjustment mechanisms to protect our Company against material price escalations for our major raw materials. We rely on third-party suppliers to meet our raw material requirements and our business and profitability are substantially dependent on the availability, timely delivery, and cost of raw materials. As of the six-month period ended September 30, 2025, and Fiscals 2025, 2024 and 2023, our top 10 suppliers contributed to 63.52%, 58.79%, 54.70% and 79.18% of the total purchases of raw materials and stock in trade, respectively. The purchase of raw materials and components accounts for a significant portion of our expenses. The absence of long-term contracts at fixed prices exposes us to volatility in the prices of raw materials that we require. We may not be able to pass on any increase in the price of raw materials on to our customers in case the price for our products with relevant customers have already been fixed. As a result, we are exposed to the risk of supplier delays or non-performance, which could disrupt production and impact our output. We procure supplies through short-term arrangements, primarily via purchase orders, without long-term contracts. As a result, suppliers are not obligated to prioritize us and may sell to competitors. Our ability to secure reliable suppliers is crucial to our growth, inventory management, and operations. We had a network of 304 suppliers as of September 30, 2025. Set forth below is a table depicting the cost incurred in the procurement of raw materials as a percentage of total purchases of raw materials and stock-in-trade from our top three five and 10 suppliers for the periods indicated: 24Particular* Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (₹ % of Amount % of Amount % of Amount % of million) purchase of (₹ million) purchase (₹ million) purchase (₹ million) purchase raw of raw of raw of raw materials and materials materials materials stock-in- and stock- and stock- and stock- trade in-trade in-trade in-trade Top 3 suppliers 414.47 34.63% 752.61 34.66% 404.60 24.68% 387.34 58.36% Top 5 suppliers 547.85 45.78% 925.33 42.61% 592.72 35.89% 441.95 66.59% Top 10 760.23 63.52% 1,276.68 58.79% 903.37 54.70% 525.46 79.18% suppliers** * Suppliers may vary across Fiscals / period and does not refer to the same supplier across all Fiscals / periods and depend on our specific requirements of raw materials which depends on the requirement of our customers in the relevant Fiscal / period. **Our top 10 Suppliers include, amongst others Copprod Industries Private Limited, Pitti Engineering Limited, P.K. Forge Private Limited, Shanker Forge Private Limited, Hindon Filters Private Limited, and Ahlstrom Korea Company Limited. Names of other suppliers who form part of our top 10 suppliers during the Fiscals/periods included above, have not been included in this Draft Red Herring Prospectus due to non-receipt of consent from such suppliers to be named in the Offer Documents. While we have not faced any significant issues with our suppliers in the six-month period ended September 30, 2025 and the last three Fiscals, we cannot guarantee that such issues will not arise in the future. If suppliers fail to meet our needs or if we cannot find alternative suppliers on favourable terms, our ability to meet production deadlines and contractual obligations could be affected, potentially impacting our margins and operations. There can be no assurance that we will be able to continue to obtain adequate and quality supplies of our raw materials in the future, in a timely manner or at all. Any decrease in or interruption to supply of raw materials, and an inability on our part to find alternate sources for the procurement of such raw materials, may have an adverse effect on our ability to manufacture our products in a timely or cost effective manner. In addition, there can be no assurance that we will be able to enter into new or continue our existing arrangements with our raw materials suppliers on terms commercially acceptable to us, which could have an adverse effect on our ability to source raw materials in a commercially viable and timely manner, if at all, which may impact our business operations and financial performance. 11. Changes in government budgetary allocations and capital expenditure priorities for the railway sector may adversely affect the demand for our products and services. A significant portion of our business is derived from contracts awarded by railway and metro authorities and other government or public sector entities. The demand for our products and services is therefore closely linked to the capital expenditure plans, procurement policies and budgetary allocations made by the Government of India and other governmental authorities for railway infrastructure, rolling stock, signalling systems and related equipment. The level and timing of such procurements are influenced by the annual budgetary allocations, policy priorities and expenditure plans of the Government of India. Any reduction, deferment or reprioritisation of budgetary allocations for railway infrastructure, rolling stock modernisation or related projects may result in a decline or delay in tender issuances and contract awards. In addition, government spending priorities may shift towards other sectors or infrastructure initiatives depending on macroeconomic conditions, fiscal constraints, political priorities or changes in public policy. Such changes may result in lower capital expenditure for railway-related projects or delays in implementation of planned projects. Further, government procurement processes are subject to administrative approvals, policy decisions and regulatory procedures, which may impact the timing and volume of orders placed by railway and metro authorities. Any slowdown, delay or reduction in such procurement activities may adversely affect our ability to secure new contracts and expand our order book. Accordingly, any reduction, delay or change in government spending on railway infrastructure and related sectors may materially and adversely affect our business, financial condition, results of operations and growth prospects. 12. We have made a trademark application for our logo on March 28, 2026, and our ability to procure the registration of the same or to protect any of our intellectual property rights including misappropriation, infringement, or passing off of our intellectual property, could have an adverse impact on our business. As of the date of this Draft Red Herring Prospectus, we have applied for registration of 5 trademarks and logos, including our logo the trademark “Pioneer,”. There can be no assurance that these 25applications, including the application for the “Pioneer” trademark, will be successfully processed or that the relevant registrations will be granted. Until such trademarks, including our logo and “Pioneer” are registered under the Trade Marks Act, 1999, we will not be entitled to the statutory protections available to registered trademarks. In the absence of such registration, our ability to enforce our rights would be limited to common law remedies, such as an action for passing off, which may not provide the same degree of protection as a statutory infringement action. Further, given that “Pioneer” is also the name of our Company and a key identifier of our brand and business, any failure or delay in obtaining registration of this trademark may expose us to a heightened risk of third-party use, misuse, or imitation, which could dilute our brand, create confusion in the market, and adversely affect our reputation and goodwill. Accordingly, any inability to obtain or enforce trademark protection in respect of our logo or our other trademarks may limit our ability to prevent unauthorized use by third parties, impair our brand value, and could have a material adverse effect on our business, financial condition, and results of operations. For further information, see “Our Business – Intellectual Property” on page 237. As we expand our activities, we are also exposed to the risk that other entities may pass off their products as ours by imitating our brand name. Any such activities may harm the reputation of our brand and sales of our products, which could in turn adversely affect our financial performance. We rely on protections available under Indian law, which may not be adequate to prevent unauthorized use of our intellectual property by third parties. Furthermore, the application of laws governing intellectual property rights in India is uncertain and evolving and could involve substantial risks to us. While the proprietary information and technical know-how associated with the R&D in relation to our business rests with our Company, however, we cannot assure that our business customers may not infringe such proprietary information. Notwithstanding the precautions we take to protect our intellectual property rights, it is possible that third parties may infringe on our rights, which may have an adverse effect on our business, results of operations and financial condition. 13. We are required to furnish bank guarantees and other financial security as part of our business. Our inability to arrange such guarantees or the invocation of such guarantees or our inability to fulfil any or all of the obligations under such bank guarantees may adversely affect our cash flows and financial condition. In accordance with the terms of our contracts, especially in case of public sector customers, we are required to provide certain financial guarantees including but not limited to bid security, advance security, performance bank guarantees, letters of credit and retention bank guarantees for our projects. We typically issue bank guarantees to the relevant authority with whom the contractual arrangement has been entered into. These guarantees are typically required to be furnished within a few days of the signing of a contract/purchase order and normally remain valid up to around 12 months to 36 months from the date of issue of a performance bank guarantee and a claim period of one year. In case of metro contracts the performance bank guarantee is issued for contract period and defect liability period which normally ranges between five to seven years. We may not be able to continue obtaining new financial, performance or retention bank guarantees, or renew existing guarantees, in quantities sufficient to meet our business requirements. Banks may refuse to issue or renew guarantees for various reasons, including any deterioration in our financial position, adverse changes in our cash flows, a downgrade in our credit rating, or increased risk perception arising from sectoral or macroeconomic conditions. Banks may also revise their internal credit policies, risk thresholds, collateral requirements, or sector exposure limits, as well as impose stricter underwriting standards, which could reduce the availability of non-fund based facilities to us. Further, new contracts that we bid for or undertake may require higher- value or additional bank guarantees compared to past contracts. Such requirements may, at times, exceed our sanctioned non-fund based limits or the collateral we are able to provide, thereby constraining our ability to participate in new tenders, execute ongoing projects, or comply with contractual requirements. Any tightening of guarantee issuance norms by lenders, or any requirement for additional margin money or security, could further restrict our capacity to avail such facilities. While, there have been no instances of guarantees not being issued on behalf of our Company in the six months period ended September 30, 2025, and the Fiscals 2025, 2024, and 2023, in case we are unable to secure bank guarantees in a timely manner or in the required amounts, we may be prevented from bidding for new projects, may face delays in project execution, or may risk termination of existing contracts for non- compliance with guarantee-related obligations. Such constraints could materially and adversely affect our business operations, growth prospects, financial condition and results of operations Set out below is the amount of bank guarantees/ surety bonds/ letters of credit furnished by our Company as at the six- month period ended September 30, 2025, and Fiscals 2025, 2024, and 2023, respectively:- Particulars As at September 30, As at March As at March As at March 2025 31, 2025 31, 2024 31, 2023 Amount of bank guarantees furnished (in ₹ 284.03 276.71 34.14 100.55 million) Outstanding letters of credit (in ₹ million) 139.76 31.68 - 111.59 26Particulars As at September 30, As at March As at March As at March 2025 31, 2025 31, 2024 31, 2023 Net Worth (in ₹ million) 1,595.19 1,372.79 1,002.88 773.61 Total value of guarantees and letter of credit 26.57% 22.46% 3.40% 27.42% outstanding as a percentage of net worth We may not be able to fulfil some or all of our contractual obligations in relation to our ongoing projects due to unforeseen operational, technical, financial or external circumstances. Events such as delays in project execution, failure to meet agreed timelines, quality or performance-related issues, interruptions in the supply chain, labour shortages, or disputes with clients regarding specifications, deliverables or contract interpretation may result in a breach of our contractual commitments. Any such breach could lead customers to invoke the bank guarantees issued by us, including performance guarantees, advance payment guarantees or retention money guarantees. Invocation of a bank guarantee requires us to make an immediate cash outflow to the issuing bank, which could materially impact our liquidity and working capital position. Further, invocation of even a single guarantee may trigger cross-default, acceleration or material adverse change clauses in our existing financing arrangements, potentially restricting our access to additional credit or leading lenders to demand early repayment of outstanding borrowings. Invocation events may also adversely affect our credit profile and could limit our ability to obtain bank guarantees or other non-fund based facilities required for future projects, thereby affecting our ability to bid for or execute new contracts. In addition, if multiple guarantees are invoked in a short period whether due to disputes, delays, quality issues or sector-wide disruptions our cash flows could be severely strained, which may impair our ability to meet our operational requirements or service existing obligations. Such simultaneous invocations could also compel us to divert management time and financial resources towards dispute resolution or negotiations with clients and lenders. Any of these events, individually or collectively, could materially and adversely affect our liquidity, working capital cycle, business operations, financial condition and results of operations. While we have not had any instances in the six- month period ended September 30, 2025, and Fiscals 2025 and 2024, in Fiscal 2023, one of our bank guarantees was invoked amounting to ₹5.64 million; however, this invocation did not have any material impact on our business operations. Notwithstanding the foregoing, if any or all of the remaining bank guarantees are invoked in the future, it may result in a material adverse effect on our business and financial condition. 14. We are dependent, in part, on imported raw materials and overseas suppliers, which exposes us to risks relating to foreign exchange fluctuations, supply chain disruptions, trade restrictions and geopolitical developments that could adversely affect our operations and costs. Historically, we have sourced a portion of our raw materials from suppliers located outside India. The table below sets forth the purchase details from domestic and foreign suppliers for the six-month period ended September 30, 2025 and for Fiscals 2025, 2024 and 2023: Particulars Six-month period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount % of Amount % of Amount % of Amount % of (in purchase of (in purchase (in purchase (in purchase ₹million) raw ₹million) of raw ₹million) of raw ₹million) of raw materials materials materials materials and stock- and stock- and stock- and stock- in-trade in-trade in-trade in-trade Domestic suppliers 937.21 78.31% 1,979.32 91.15% 1,266.07 76.67% 403.40 60.78% Foreign suppliers* 259.60 21.69% 192.11 8.85% 385.30 23.33% 260.26 39.22% Total 1,196.81 100.00% 2,171.43 100.00% 1,651.37 100.00% 663.66 100.00% * Foreign suppliers includes supplier from China, Japan, and Singapore. Such reliance on imported inputs exposes us to various risks, including foreign exchange rate volatility, increases in international commodity prices, shipping and logistics disruptions, changes in import duties or trade policies, and geopolitical tensions affecting cross-border trade. While we maintain multiple suppliers for certain raw materials, we depend on overseas sources for some critical inputs and have significant import concentration from China. In particular, a portion of our raw materials are sourced from China, and any disruption to trade with China — including due to political or economic instability, sanctions, changes in export controls, regulatory restrictions, trade barriers, or deterioration in bilateral relations between India and China — may adversely affect the availability, pricing or timely delivery of such raw materials. More broadly, any disruption in supplies from our overseas geographies of procurement, including Japan and Singapore, due to similar factors, may have a comparable adverse impact. In addition, fluctuations in foreign currency exchange rates may increase our procurement costs and adversely impact our margins to the extent such increases cannot be passed on to customers. Any significant or prolonged disruption in the supply of imported raw materials, inability to identify alternate suppliers on commercially reasonable terms, or 27sharp increases in input costs may adversely affect our production schedules, cost structure, profitability, cash flows and results of operations. 15. Our Company, Subsidiaries, Promoters, and Directors are involved in certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business, financial condition, cash flows and results of operations. There are outstanding legal proceedings involving our Company, Subsidiaries, Promoters, and Directors which are pending at different levels of adjudication before various courts, tribunals and other authorities. Such proceedings could divert the management’s time and attention and consume financial resources in their defence or prosecution. The amounts claimed in these proceedings have been disclosed to the extent that such amounts are ascertainable and quantifiable and include amounts claimed jointly and severally, as applicable. Any unfavourable decision in connection with such proceedings, individually or in the aggregate, could adversely affect our reputation, business, financial condition and results of operations. A summary of such outstanding criminal proceedings, taxation proceedings, actions taken by statutory and regulatory authorities, and other material pending litigation as on the date of this Draft Red Herring Prospectus and as disclosed in section “Outstanding Litigation and Other Material Developments” on page 402, is set out below: Name of Criminal Tax Statutory or Disciplinary actions Material Aggregate entity proceedings proceedings regulatory including penalty imposed civil amount proceedings by the SEBI or Stock litigations# involved* (₹ Exchanges against our in million) Promoters in the last five years including outstanding action Company By our - NA NA NA - - Company Against our - 25 - - - 315.03 Company Directors (Other than our Promoters) By our - NA NA NA - - Directors Against our - - - - - - Directors Promoters By our 2 NA 2 NA - 10 Promoters Against our - 18 - - - 9.58 Promoters Subsidiaries By our - NA NA NA 1 14.89 Subsidiaries Against our - 11 - - - 0.50 Subsidiaries Key Managerial Personnel (Other than our Directors) By our Key - NA NA NA NA - Managerial Personnel Against our - NA - NA NA - Key Managerial Senior Management By our - NA NA NA NA - Senior Management Against our - NA - NA NA - Senior Management * To the extent quantifiable. # In accordance with the Materiality Policy. 28Further, SEBI has issued an adjudication order dated December 31, 2019 (“Order”) pertaining to the buying, selling, and dealing in shares of Gangotri Textiles Limited and addressing Praveen Poddar in his individual capacity. While one of our Promoters, Sushil Kumar Jain and one of our Promoter Group members, Pioneer TCP Stock Brokers Private Limited, among others have been named in the Order, the final findings of SEBI in the Order pertains solely to Praveen Poddar. Further, Pioneer TCP Stock Brokers Private Limited and Sushil Kumar Jain were not named as parties in the Order. We cannot assure you that there will not be any subsequent action in such matter involving one of our Promoters, Sushil Kumar Jain and one of our Promoter Group members, Pioneer TCP Stock Brokers Private Limited. Any negative regulatory action in this regard, could significantly impair our ability to access capital markets in the future, limiting our growth and strategic options. As on the date of this Draft Red Herring Prospectus, there are no litigations involving our Group Companies which may have a material impact on the business and operations of our Company. We cannot assure you that any of these on-going matters will be settled in favour of our Company, Promoters and/or Directors, respectively, or that no additional liability will arise out of these proceedings. An adverse outcome in any such proceedings may have an adverse effect on our business, financial position, prospects, results of operations and our reputation. Further, we cannot assure you that there will be no new material legal and/or regulatory proceedings involving our Company, Promoters, Directors and/or Group Companies in the future. 16. Our manufacturing facilities are located in Haryana, India, and we are dependent on them for the entire portion of our revenue from operations, which exposes our operations to potential geographical concentration risks arising from local and regional factors and any disruption, breakdown or shutdown of our facilities may adversely affect our business, results of operations, financial condition, cash flows and future prospects. As of the date of this Draft Red Herring Prospectus, we operate three manufacturing facilities, two at Bawal, Haryana and the other at Manesar, Haryana. In addition, we are in the process of establishing a new manufacturing facility at Salarpur, Bhiwadi, Rajasthan and will be operational by September 2026. Accordingly, our existing manufacturing operations remain substantially concentrated in the State of Haryana, India, with our entire revenue originating from facilities located in this single geographic region. Our business is dependent on our ability to efficiently manage these facilities and the operational risks associated with their functioning. This concentration exposes us to a heightened risk profile tied to local and regional factors, which could disrupt our production capabilities and adversely affect our operating performance. Given the geographic concentration of our manufacturing operations in one state, our operations are particularly susceptible to disruptions caused by region-specific factors including, but not limited to, floods, earthquakes, labour unrest, power outages, significant social, political or economic disturbances, adverse local or state-level policy or regulatory changes, disruptions in regional transportation networks or supply chain infrastructure, infectious disease outbreaks, or other natural or man-made disasters. For instance, labour strikes, work stoppages, or interruptions in transportation and logistics could lead to significant delays in production or delivery schedules. Although we have not faced any labour strikes or disruptions in regional transportation or supply chain infrastructure in the six-month period ended September 30, 2025, and the last three Fiscals, the occurrence of any such disruptions in the future may significantly affect our operations by causing delays in manufacturing and shipment of our products, which could materially and adversely affect our revenue, operating margins, customer relationships, business and financial performance. Our manufacturing operations may be subject to disruptions arising from factors such as maintenance shutdowns, inspections, testing activities, capacity expansion initiatives, equipment malfunction or breakdown, and other operational contingencies. Any such disruptions may affect production schedules, increase repair and maintenance costs, and lead to delays in the execution of orders. In addition, any industrial accident, loss of human life, environmental incident, theft, or damage to property at our facilities may expose us to regulatory action, penalties, compensation claims, potential criminal liability, and reputational harm, which could adversely affect our operations and financial condition. While no such material disruptions, industrial accidents or equipment failures have occurred during the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, there can be no assurance that such events will not occur in the future. Further, while we are undertaking the development of our manufacturing facility at Salarpur, Bhiwadi, Rajasthan with the objective of expanding capacity and achieving geographic diversification, such facility is currently under construction and is subject to risks typically associated with greenfield projects, including delays in construction, cost overruns, challenges in obtaining regulatory approvals, utility connectivity, availability of skilled manpower, and 29timely commissioning of plant and machinery. Any delay in completion, cost escalation, or inability to operationalise the facility at Rajasthan, as planned may prolong our dependence on our existing facilities located in Haryana and limit our ability to mitigate geographic concentration risks. This geographic concentration limits our ability to mitigate risks through regional diversification, and our inability to effectively manage the risks associated with such concentration, or any delay or failure in completing, operationalising or deriving anticipated benefits from our expansion plans, including the proposed facility at Salarpur, Bhiwadi, Rajasthan, could materially and adversely affect our business, financial condition, cash flows, results of operations, growth prospects and overall business sustainability. 17. Under-utilization of our manufacturing capacities could have an adverse effect on our business, future prospects and future financial performance. As of the date of this Draft Red Herring Prospectus, we operate three manufacturing facilities, out of which two facilities are located in Bawal, Haryana, and our third facility is located in Manesar, Haryana. Our operating results are influenced by several factors, in particular, our capacity utilization at our manufacturing facilities. Our ability to achieve optimal capacity utilisation depends on several factors, including the volume and timing of customer orders, product mix, availability of raw materials and prevailing industry and market conditions and is also subject to the thresholds prescribed under the consolidated consent and approvals issued by the relevant state pollution control boards for our manufacturing facilities. (the reminder of the page has been intentionally left blank) 30The table below sets forth the capacity utilization across our manufacturing facility as of six-month period ended September 30, 2025 and Fiscal 2025, 2024 and 2023, respectively: Location of the Product Unit of Six months period ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 Manufacturing Measure 2025 Facilities Installed Available Actual Capacity Installed Available Actual Capacity Installed Available Actual Capacity Installed Available Actual Capacity capacity installed Production Utilization capacity installed Production Utilization capacity installed Production Utilization capacity installed Production Utilization capacity capacity capacity capacity B awal Unit-1 Brake disc Nos 14,285 7,143 2,097 29.36% 14,285 14,285 11,184 78.29% 14,285 14,285 7,570 52.99% 14,285 14,285 4,188 29.32% Piston Nos 3,000 1,500 32 2.13% 3,000 3,000 256 8.53% 3,000 3,000 20 0.67% 3,000 3,000 10 0.33% Sliding Door Nos 1,500 750 - 0.00% 1,500 1,500 178 11.87% 1,500 1,500 226 15.07% 1,500 1,500 2 0.13% M anesar Bag Filter Nos 60,000 30,000 11,385 37.95% 60,000 60,000 22,943 38.24% 60,000 60,000 26,751 44.59% 60,000 60,000 21,070 35.12% Paper Filter Kg 2,50,000 1,25,000 78,403 62.72% 2,50,000 2,50,000 1,39,526 55.81% 2,50,000 2,50,000 1,55,998 62.40% 2,50,000 2,50,000 1,95,238 78.10% B awal Unit-II Traction Motor Nos 2,200 1,100 511 98.45% 2,200 2,200 1,094 77.77% 2,200 2,200 506 47.68% 2,200 2,200 43 8.27% Stator Nos 238 315 24 33 Rotor Nos 334 302 519 106 Traction Alternators Nos 50 25 4 16.00% 50 50 - 0.00% 50 50 12 24.00% 50 50 - 0.00% Wind Generator Set 700 350 12 3.43% 700 700 35 5.00% 700 700 34 4.86% 700 700 3 0.43% As certified by independent chartered engineer pursuant to their certificate dated March 29, 2026. Note: In addition to the above-mentioned products, our Company manufactures multiple other products such as gangway, housing, wheel set guide and motor suspension. The production volume and annual sales of these products is significantly less, when compared to the products mentioned above as these products are under development. Hence, such products have been excluded from the capacity utilization. Notes: (1) The information relating to the installed capacity as of the dates included above is based on various assumptions and estimates that have been taken into account for calculation of the installed capacity. Installed capacity represents the annual installed capacity as of the last date of the relevant Fiscal and for the six months period ended September 30, 2025 and the available capacity has been calculated based on the available capacity for the relevant Fiscal/period or the installed capacity that is practically available for production during the period/year after considering normal operational downtime. The installed capacity and the available capacity are based on various assumptions and estimates, including standard capacity calculation practice in the industry in which we operate. These assumptions and estimates include the standard capacity calculation practice of industry, the equipment production capacities and other ancillary equipment installed at the facilities. The assumptions are also based on the past experience of the management of Company to manufacture the said products. The assumptions and estimates taken into account include the following: (i) ) Number of working days in a fiscal year – 300 days; and for the Six months period ended the number of working days will be 150 days (iii) Number of shifts in a day – three shifts ; and (iv) Number of working hours per day – 8 hours per shift. (2) Actual production represents quantum of production in the relevant fiscal/period. (3) Capacity utilization has been calculated based on actual production during the relevant fiscal/period divided by the aggregate available capacity at the end of the relevant fiscal year/period. 31In the event that we are unable to procure sufficient raw materials or if adverse industry or market conditions persist, we would not be able to achieve full capacity utilization of our manufacturing facilities, resulting in operational inefficiencies which could have a material adverse effect on our business prospects and financial performance. Further, if our customers place orders for less than anticipated volume or cancel existing orders or change their procurement policies resulting in reduced quantities being supplied by us, it could result in the under-utilization of our manufacturing capacities. While there have been no instances of cancellation or decrease in anticipated volume of orders from our customers in the six month period ended September 30, 2025, and the Fiscals 2025, 2024, and 2023, there can be no assurance that such instances may not occur in the future. Further, we make significant decisions, including determining the levels of business to be pursued, production schedules, personnel requirements and other resource requirements, based on our estimates of customer demand and order flows. The changes in demand for their products could reduce our ability to estimate accurately future customer requirements, which makes it difficult to schedule production and may lead to over production or utilization of our manufacturing capacity for a particular product. Any such mismatch leading to over or under utilization of our manufacturing facilities could adversely affect our business, results of operations, financial condition and cash flows. For further information, see “Our Business – Installed Capacity and Capacity Utilization” on page 229. 18. Any interruption in electricity, fuel and water supplies to our manufacturing facilities or any irregular or significant hike in tariff rates may lead to disruption in operations, higher operating cost and consequent decline in our operating margins. Our manufacturing operations require a continuous supply of power ,fuel and water. The table below sets forth details relating to our expenses on power and fuel as a percentage of our total revenue from operations in the six-month period ended September 30, 2025, Fiscal 2025, 2024 and 2023: Particulars Six-month period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount % of total Amount % of total Amount % of total Amount % of total (₹ million) expenses (₹ million) expenses (₹ million) expenses (₹ million) expenses Power and Fuel 12.68 1.01% 22.63 0.82% 16.58 0.83% 4.90 0.59% We have not faced any shortage of power and fuel in the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, we cannot guarantee any such shortage in the future. Inadequate electricity, diesel for our wind generators could result in interruption or suspension of our production operations. In particular, any significant increase in cost of diesel/fuel could result in unanticipated increase in production cost. Further, we currently source our water from local body water supply and there can be no assurance that such supply will not be adversely impacted in the future or that dues will be paid timely to the local authorities. Any failure on our part to obtain alternate sources of electricity or fuel, in a timely manner, and at an acceptable cost, may cause a slowdown or interruption to our production process and have an adverse effect on our business, financial condition and results of operations. 19. Our operations are labour intensive subject to stringent labour laws and regulations governing relationships with our employees. Any non-availability of contract workers at reasonable cost or any strikes, work stoppages or increased wage demands could lead to disruption in our manufacturing facilities, which could adversely impact our business, financial condition, cash flows and results of operations. Our operations are labour intensive, and we are dependent on a large labour force for our manufacturing operations. We have a mix of contractual and permanent workers engaged in our manufacturing facilities. This distinction between permanent and contractual employees may subject us to compliance risks under applicable labour laws and could potentially affect operational continuity, worker retention, and overall efficiency, particularly in jurisdictions where authorities or customers prefer or mandate minimum levels of permanent employment. As of six-month period ended September 30, 2025 and Fiscals 2025, 2024, and 2023, the breakup of our workforce was as follows: Particular Six-month period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Number As a % of Number As a % of Number As a % of Number As a % of the total the total the total the total workforce workforce workforce workforce Permanent 137 51.70% 122 33.06% 142 53.79% 143 63.56% employees Contract 128 48.30% 247 66.94% 122 46.21% 82 36.44% labourers The success of our operations depends on availability of labour and maintaining good relationship with our workforce. Shortage of skilled/ unskilled personnel or work stoppages caused by disagreements with employees could have an 32adverse effect on our business and results of operations. While we have not experienced any material prolonged disruption in our business operations due to disputes, labour unrest, strikes, work stoppages or other problems with our work force in the six month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, there can be no assurance that we will not experience any such disruption in the future. Such disruptions may adversely affect our business and results of operations and may also divert the management’s attention and result in increased costs. Further, we engage independent contractors through whom we engage contract labour for performance of certain functions at our manufacturing units as well as at our offices. Although we do not engage contract labourers directly, we are responsible for any wage payments to be made to such labourers in the event of default by such independent contractors. While we have not been subject to any wage payments on account of default of independent contractors in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, any requirement to fund their wage requirements in the future may have an adverse impact on our results of operations and our financial condition. We are not affiliated with any labour union. Further, India has labour legislations that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal and legislation that imposes certain financial obligations on employers upon retrenchment. We are also subject to stringent laws and regulations governing relationships with employees, in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and terminating of employees and work permits. The Government of India has, through a series of notifications dated November 21, 2025, brought into effect the four labour codes namely, the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020. These codes are slated to replace 29 Central labour laws and bring about a more cohesive and modern framework for compliance. The Central Government has introduced a consolidated regulatory framework replacing decades of fragmented labour legislation, covering wages, industrial relations, social security, and occupational safety. However, the transition remains ongoing as central and state rules, schemes, and notifications have not yet been fully finalised or enforced. Since labour is a concurrent subject under the Constitution of India, the labour codes cannot operate in their entirety until this delegated legislative work is complete. While the codes establish the substantive standards employers must follow, procedural aspects, including registration processes, return formats, working-hour provisions, trade union recognition mechanisms, and inspection systems, will be governed by state rules that are yet to be issued. Employers are therefore likely to experience a gradual transition rather than an immediate overhaul. In the interim, the Union Government has confirmed that existing laws and rules under the earlier regime will remain applicable until the operational framework under the new codes is fully in place. For further details, see “Key Regulations and Policies in India” on page 240. 20. Our operations involve manufacturing and industrial activities that may expose us to risks of accidents, operational disruptions, environmental incidents and potential civil or criminal liabilities, which could adversely affect our business, results of operations, cash flows and financial condition. Our business involves manufacturing, assembly, testing and handling of heavy equipment, electrical components, machinery, hazardous materials and industrial processes at our facilities. Such operations inherently carry risks of industrial accidents, fires, explosions, equipment failures, structural incidents, or other unforeseen events that may result in injury or loss of life to employees, contract workers, visitors or third parties, damage to property, or disruption of operations. Our manufacturing processes may also involve the use, storage, handling and disposal of chemicals, lubricants, coatings, metal waste, and other materials that may pose environmental and safety risks if not properly managed. Any accidental release, emission, leakage, or improper disposal of pollutants, hazardous substances, effluents or waste could lead to environmental contamination, regulatory violations, and liability for remediation costs. In addition, our operations are subject to various environmental, health and safety laws and regulations in India, including those relating to pollution control, hazardous waste management, occupational safety, and factory operations. Non-compliance with such regulations, whether due to operational lapses, human error, equipment malfunction, or regulatory interpretation, could result in penalties, fines, suspension or revocation of licenses, closure directions, criminal prosecution of our Company and/or its officers, and reputational harm. We have not received any notice or order for any non-compliance with respect to environmental, health and safety laws and regulations in the six months period ended September 30, 2025 and the Fiscals 2026, 2025, and 2024. Any major accident, environmental incident, or regulatory action may also result in temporary or prolonged suspension of operations at one or more of our facilities, delays in production and delivery schedules, increased insurance costs, and diversion of management attention towards investigations, litigation or remediation measures. Further, claims for 33compensation, damages, or legal proceedings arising from such incidents may lead to significant financial liabilities and could adversely affect our financial condition and cash flows. Although we maintain safety protocols, training programs, and environmental compliance systems, and carry certain insurance coverage, there can be no assurance that such measures will be adequate to prevent accidents or fully cover potential losses. Any material incident, individually or cumulatively, could materially and adversely affect our business, results of operations, cash flows and financial condition. 21. Defects, malfunctions or failures in our products could expose us to product liability claims, contractual liabilities and reputational harm, which may adversely affect our business, financial condition and results of operations. Our products, including filters, traction motors, alternators, brake discs, stator and rotor assemblies for locomotives and platform screen doors for metro systems, are deployed in safety-critical applications within railway and metro infrastructure. Any defect in design, manufacturing, assembly, or performance of our products, or any failure to meet prescribed technical specifications, quality standards or operational requirements, may result in product malfunction, system disruption, or safety incidents. Such failures may expose us to a range of liabilities, including contractual liabilities under supply agreements, warranty claims, indemnity obligations, liquidated damages, and potential product liability claims from customers or third parties. In certain cases, defects or failures may also result in property damage, personal injury or loss of life, which could give rise to civil or criminal proceedings, regulatory action, or penalties under applicable laws. While our contracts generally seek to limit our liability to specified remedies such as repair or replacement of defective products, such limitations may not be enforceable in all circumstances, particularly in cases involving gross negligence, wilful misconduct, or statutory liability. Further, we offer a standard warranty on our products, typically for a period of 30 months, which may be extended in specific cases based on customer requirements. Our warranty terms are generally limited to repair, replacement, or refund of the defective product, and expressly exclude any liability for indirect, incidental, or consequential losses, including, but not limited to, injury, loss of life, or damage to property. Further, product failures or quality issues may necessitate product recalls, rework, replacement or suspension of supplies, which could result in increased costs, operational disruptions, diversion of management attention and strain on customer relationships. Any systemic or batch-level defects may amplify such risks and lead to significant financial exposure. Further, any actual or perceived deficiency in the quality or reliability of our products could adversely affect our reputation, credibility and standing with key customers, including government and public sector entities, and may impact our ability to qualify for future tenders or retain existing contracts. Although we have not experienced any material product liability claims, recalls or significant warranty-related liabilities in the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, there can be no assurance that such events will not occur in the future. Any such occurrence could materially and adversely affect our business, financial condition, cash flows and results of operations. 22. Our success depends on our ability to develop and commercialise new products in a timely manner. If our research and development efforts do not succeed, the introduction of new products may be hindered, which could adversely affect our business, cash flows, growth and financial condition. Our ability to achieve sustained growth depends significantly on the timely and successful development and commercialisation of new products. The process of designing, testing and launching new offerings is inherently complex, lengthy and capital-intensive, and is subject to substantial business and execution risks. Products currently under development may become technologically obsolete before commercialisation due to rapid advances in industry standards, emerging technologies or innovations introduced by competitors. As a result, the resources we commit to development initiatives may not yield the expected commercial benefits. As disclosed in “Our Business” on page 214, we are currently undertaking development of multiple products, including, inter alia, complete axle box, gangway systems for EMU coaches, Vande Bharat and Amrit Bharat coaches, carrier piston pins, complete gear case, retention tanks for LHB coaches, machined pistons, steel cap pistons, WIGBT- based propulsion systems and wheel-mounted brake discs. These products are at various stages of design, prototyping, validation and approval, and their successful commercialisation is subject to receipt of regulatory approvals, successful field trials, customer acceptance and timely execution of production scale-up. There can be no assurance that such products will achieve the intended market acceptance, be commercialised within anticipated timelines, or generate expected revenues. Our R&D activities also rely heavily on the expertise of key technical and engineering personnel. The loss of any such individuals, or an inability to attract and retain qualified professionals, could disrupt ongoing development 34programmes, delay project timelines or adversely affect the quality and viability of our product pipeline. Moreover, we may not possess R&D infrastructure, testing facilities or specialised technical capabilities comparable to those of larger, better-resourced competitors, which could limit our ability to innovate at the required pace or scale. Our success in expanding our product portfolio will depend on our ability to understand evolving customer requirements, collaborate effectively with customers and suppliers, execute development projects in a cost-efficient manner, and commercialise new products ahead of competing offerings. Any failure to meet these expectations could have an adverse effect on our business, financial condition, cash flows and results of operations. Our future results of operations depend, to a significant degree, on our ability to successfully develop new products and continue our product portfolio expansion in a timely and cost effective manner. While there have been no instances of failure of product success in the six-month period ended September 30,2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that all the products that we develop will be successful which may impact our financial condition, revenue from operations and our cash flows. 23. We may not successfully protect our technical know-how, which may result in the loss of our competitive advantage. We have developed a substantial body of technical know-how relating to the manufacturing of our products, which has strengthened our ability to manage production costs, improve product quality, and remain competitive in the railway and renewable energy sectors. This know-how is derived from the experience of our management team and key employees, as well as from our research and development initiatives. We also rely on technology transfer agreements with partners such as Fangda Innotech Co Limited, for critical manufacturing processes relating to key products such as traction motors and platform screen doors. Any termination, non-renewal or breach of these agreements, or any deterioration in the financial or operational condition of these technology partners, could materially disrupt our production capabilities, delay contract execution, and adversely affect our ability to meet customer requirements. Our proprietary knowledge and confidential technical information remain vulnerable to leakage whether inadvertent or deliberate at various stages of the manufacturing process. Certain employees have access to sensitive product and process information, and while we seek to protect such information through confidentiality undertakings, such measures offer limited protection under Indian law, as this know-how is not capable of registration with any authority. Additionally, employees with access to such technical information may leave our Company and join competitors. If any confidential information becomes available to third parties or the public, our competitive advantage could be compromised. In the event competitors are able to replicate or otherwise benefit from our technology, it may be difficult, costly, or impractical for us to obtain adequate legal recourse. Any leakage or misuse of our technical know- how, or disruption in technology arrangements with our partners, could have a material adverse effect on our business, results of operations, financial condition, cash flows and prospects. 24. Technology failures could disrupt our operations and adversely affect our business operations and financial performance. Our information technology (“IT”) systems are critical to our ability to manage our manufacturing process, inventory management, financial management and data handling, to maximize efficiencies and optimize costs. Our IT framework leverages a suite of integrated tools to streamline operations and enhance efficiency. Advanced data visualization tools provide real-time insights, supporting informed decision-making across various departments. A cloud-based enterprise resource planning (ERP) system forms the backbone of resource management, optimizing workflows and enabling seamless coordination. For human resources management, we utilize cloud-based software to automate payroll, performance tracking, and employee engagement processes. Additionally, a custom-developed mobile application supports in-house quality assurance, offering on-the-go access to essential metrics and inspections. A secure cloud- based storage solution ensures safe and scalable management of critical business data. Together, these technologies foster an agile, data-driven environment committed to operational excellence. Any failure of our information technology systems could result in business interruptions, including the loss of our customers, loss of reputation and weakening of our competitive position, and could have a material adverse effect on our business, financial condition, cash flows and results of operations. Additionally, our information technology systems, specifically our software may be vulnerable to computer viruses, cybercrime, computer hacking and similar disruptions from unauthorized tampering. Such technological systems may also be vulnerable to ransomware attacks, which may block or restrict access to these systems and impair their functionality, unless certain ransom money is paid. If such unauthorized use of our systems were to occur, data related to our customers and other proprietary information could be compromised. While we have implemented a data security, backup and disaster recovery plan which aims to establish management direction, procedures, and requirements to protect our information systems data, there is no assurance that these measures will be effective. The integrity and protection of our customer, employee and company data is critical to our business. Our customers expect that we will adequately protect their personal 35information. A theft, loss, fraudulent or unlawful use of customer, employee or company data could harm our reputation or result in remedial and other costs, liabilities, fines or lawsuits. We have not formulated any cybercrime insurance policy and data security policy as on the date of this Draft Red Herring Prospectus. While we have not faced any instances of significant information technology systems disruptions or data security breaches in the six-month period ended September 30, 2025, and Fiscals 2022, 2023 and 2024, there can be no assurance that such instances will not occur in the future. 25. Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of operations. We intend to use the Net Proceeds for the purposes described in “Objects of the Offer” on page 98 of this Draft Red Herring Prospectus. Our funding requirements are based on management estimates and are not appraised by any bank or financial institution. The deployment of the Net Proceeds will be at the discretion of our Board. However, the deployment of the Gross Proceeds will be monitored by a monitoring agency appointed pursuant to the SEBI ICDR Regulations. We may have to reconsider our estimates or business plans due to changes in underlying factors, some of which are beyond our control, such as interest rate fluctuations, changes in input cost, changes in tax policies and provisions by the GoI or state government, and other financial and operational factors. Accordingly, investors in the Offer will need to rely upon our management’s judgment with respect to the use of proceeds. If we are unable to deploy the Net Proceeds in a timely or an efficient manner, it may affect our business and results of operations. Whilst a monitoring agency will be appointed, for monitoring utilisation of the Gross Proceeds, the proposed utilisation of the proceeds is based on current conditions, our business plans and internal management estimates, appraisal report and is subject to changes in external circumstances or costs, or in other financial condition, business or strategy, as discussed further below. Based on the competitive nature of our industry, we may have to revise our business plan and/or management estimates from time to time and consequently our funding requirements may also change. Our internal management estimates may exceed fair market value or the value that would have been determined by third party appraisals, which may require us to reschedule or reallocate our capital expenditure and may have an adverse impact on our business, financial condition, results of operations and cash flows. In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary the objects of the Offer without being authorised to do so by the Shareholders by way of a special resolution. We may not be able to obtain the shareholders’ approval in a timely manner, or at all, in the event we need to make such changes. Any delay or inability in obtaining such shareholders’ approval may adversely affect our business or operations. Pursuant to the Companies Act, the promoters and controlling shareholders of our Company, as at the time of such proposed variation, will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the objects, subject to the provisions of the Companies Act and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with the provisions of the Companies Act and the SEBI ICDR Regulations. The requirement to provide an exit opportunity to such dissenting shareholders may deter our promoters and controlling shareholders, as at the time of the proposed variation, from agreeing to any changes made to the proposed utilization of the Net Proceeds, even if such change is in our interest. Furthermore, we cannot assure you that such promoters and controlling shareholders will have adequate resources to provide an exit opportunity at the price prescribed by SEBI. For further details on exit opportunity to dissenting shareholders, see “Objects of the Offer— Variation in Objects” on page 112. In light of these factors, we may not be able to undertake variation of object of the Offer to use any unutilized proceeds of the Offer, if any, or vary the terms of any contract referred to in this Draft Red Herring Prospectus, even if such variation is in our interest. This may restrict our ability to respond to any change in our business or financial condition by re-deploying the un-utilized portion of the Net Proceeds, if any, or varying the terms of any contract, which may adversely affect our business, results of operations and cash flows. 26. We are yet to place orders for equipment and civil works for establishing a gear box manufacturing facility and a wind generator components manufacturing facility at Salarpur, Bhiwadi, Rajasthan proposed to be part funded through this Offer. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment or services in a timely manner, or at all, it may result in time and cost over-runs and our business, prospects and results of operations may be adversely affected We propose to utilise a portion of the Net Proceeds towards part financing the cost of establishing a gear box manufacturing facility and a wind generator components manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India. As of January 31, 2026, we have incurred an aggregate cost of ₹82.50 million towards these facilities. The balance project costs are proposed to be funded through the Net Proceeds and internal accruals. For details, see “Particulars of the Offer – Objects of the Offer” beginning on page 98. 36Our cost estimates for the gear box facility manufacturing facility and wind generator components manufacturing facility are based on cost assessment reports issued by an independent chartered engineer along with quotations obtained from third-party vendors. However, such quotations are valid only for limited periods and may be subject to revisions based on commercial and technical considerations. Any increase in the costs of equipment, raw materials, construction or installation may require us to fund the additional costs through internal accruals or other financing arrangements. The completion of these projects is dependent on the performance of various external agencies responsible for, among other things, civil works, supply of plant and machinery, installation and commissioning of equipment and testing of facilities. If the performance of these agencies is inadequate, it may result in delays or cost overruns which could adversely affect our business and results of operations. Further, we may not be able to identify suitable replacement contractors or suppliers in a timely manner. In addition, the actual amount and timing of our future capital requirements may differ from our estimates due to several factors including unforeseen delays, cost escalations, unanticipated expenses, regulatory changes, engineering design modifications, technological changes, fluctuations in prices of construction materials and labour costs. Accordingly, there can be no assurance that we will be able to complete the proposed facilities within the estimated cost or timeline. Further, the proposed facilities are subject to various regulatory approvals and compliances required prior to commencement of commercial operations. Any delay in obtaining such approvals or in procurement of machinery and equipment may result in delays in project implementation. Consequently, the proposed schedule of implementation and deployment of the Net Proceeds may be extended or may vary, which could have an adverse effect on our business, prospects, financial condition and results of operations. 27. Our future growth depends on our ability to successfully implement our business strategies such as product innovation, portfolio expansion, expanding geographic presence internationally through strategic global partnerships, and any failure to do so may adversely affect our business, financial condition and results of operations. While we have experienced growth in operations and strong financial performance, however, there can be no assurance that our growth strategy will be successful or that we will be able to continue to expand further, or at the same rate. The table below sets forth our revenue from operations, and percentage of growth in revenue from operations for the periods indicated: Particulars Six-month period Fiscal 2025 Fiscal 2024 Fiscal 2023 ended September 30, 2025 Revenue from operations 1,560.63 3,264.18 2,329.80 860.67 (₹ million) Percentage of growth in * 40.11% 170.70% ** revenue from operations *Not been included as the comparative period figures under Ind AS for the six-months period ended September 30, 2025 are not available. **Not been included as the comparative period figures under Ind AS for the Fiscal year 2022 are not available. The success of our business will depend greatly on our ability to effectively implement our business and growth strategy. For further information, see “Our Business – Strategies” on page 219. Our ability to achieve our growth strategies will depend on various factors, including our capacity to identify emerging market opportunities and evolving industry demands. Many of these factors are beyond our control, and there can be no assurance that we will be successful in executing our strategies. Expansion into new markets in India or internationally may expose us to additional risks, including challenges in hiring, training and retaining qualified personnel in unfamiliar regions. We may also encounter difficulties in identifying reliable suppliers capable of providing raw materials that meet our quality standards. Further, the railways’ ongoing electrification drive and the industry-wide shift towards advanced signalling systems require continuous upgradation of our manufacturing capabilities and product offerings. If we are unable to invest in or adapt to such technological changes in a timely manner, certain products may become obsolete, which could adversely impact our competitiveness and growth prospects. Our business growth could strain our managerial, operational and financial resources. Our ability to manage future growth will depend on our ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our workforce. There can be no assurance that our personnel, systems, procedures and controls will 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. Our inability to manage our business and implement our growth strategy could have a material adverse effect on our business, financial condition, cash flows and profitability. 3728. We are highly dependent on our Promoters and our management team, senior management personnel and key managerial personnel and the loss of any key team member may adversely affect our business performance. Our performance depends largely on the efforts and abilities of our promoters, senior management and other key personnel. They have gained experience in this line of business and have over the years built relations with suppliers, third party service providers, customers, regulators and other persons who are connected with us and have been actively involved in the day to day operations and management. Further we believe that the inputs and experience of our senior management, in particular, and other key personnel are valuable for product development and manufacturing activities, successful delivery of products and our overall business operations and the strategic directions taken by our Company. We cannot assure you that these individuals or any other member of our senior management team will not leave us or join a competitor or that we will be able to retain such personnel or find adequate replacements in a timely manner, or at all. We may require a long period of time to hire and train replacement personnel when the qualified personnel terminate their employment with our Company. We may also be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting employees that our business requires. The loss of the services of such persons may have an impact on our business, results of operations, financial condition and cash flows. Further, any unauthorized disclosure of our production processes by our employees to any third party may have a material adverse impact on our business prospects. The table below sets forth the attrition rate for permanent employees at different levels in our Company for the periods indicated: Particulars Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Attrition Rate* 12.18% 25.15% 22.40% 22.28% * Attrition rate is calculated as (the number of employees who have left our Company/resigned during the period)/ (number of employees existing as of the Opening (beginning) of the period plus the numbers of employees who have joined during the period ) Further, for details regarding change in our Key Managerial Personnel, Senior Management and Directors, see “Our Management – Changes in the Key Management Personnel and Senior Management in the last three years” and “Our Management – Changes to our Board in the last three years” on pages 270 and 260, respectively. Further, as we expect to continue to expand our operations and develop new products, we will need to continue to attract and retain experienced management personnel. If we are unable to attract and retain qualified personnel, our results of operations may be adversely affected. 29. We have incurred indebtedness and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business and financial condition. In addition, certain of our financing agreements involve variable interest rates and an increase in interest rates may adversely affect our results of operations, cash flows and financial condition. The industry in which we operate is working capital intensive in nature. We have historically financed our working capital and capital expenditure requirements mainly through arrangements with banks. As on January 31, 2026, our total outstanding borrowings are ₹ 1,356.43 million. For further information on our borrowings, see “Financial Indebtedness” on page 399. As we intend to pursue a strategy of continued investment in our development activities, we will incur additional expenditure in the current and future fiscal periods. We propose to fund such expenditure through a combination of debt, equity and internal accruals. Our ability to borrow and the terms of our borrowings will depend on our financial condition, the stability of our cash flows and our capacity to service debt in a rising interest rate environment. The actual amount and timing of our future capital requirements may also differ from estimates as a result of, among other things, change in business plans due to prevailing economic conditions, unanticipated expenses, new consumption themes or products, and regulatory changes. To the extent our planned expenditure requirements exceed our available resources, we will be required to seek additional debt or equity financing. We may also have difficulty accessing capital markets, which may make it more difficult or expensive to obtain financing in the future. We may not be successful in obtaining additional funds in a timely manner, or on favourable terms or at all. If we do not have access to additional capital, we may be required to delay, postpone or abandon or reduce capital expenditures and the size of our operations, any of which may adversely affect our business, financial conditions, cash flows and results of operations. Moreover, certain of our financing documents contain provisions that may limit our ability to incur future debt and create security and require us to obtain our lender’s consent prior to carrying out certain activities and entering into certain transactions. Some of the corporate actions that currently require prior consent from certain lenders include, effecting changes to the capital structure of our Company, availing of additional borrowings, making amendments to 38our Memorandum of Association or Articles of Association, implementing any scheme of expansion, modernisation or diversification and permitting any merger, demerger, amalgamation, consolidation, restructuring or reorganisation, permitting any transfer of the controlling interest and/or making any drastic change in the management set up. While, as on the date of this Draft Red Herring Prospectus, we have obtained requisite consents from our lenders for undertaking the Offer, failure to obtain requisite consents in the future in a timely manner or at all could have significant consequences on our business, prospects and operations. While we have not breached any covenants in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, a failure to observe the covenants under our financing arrangements or to obtain necessary waivers may lead to the termination of our credit facilities, acceleration of amounts due under such facilities, suspension of further access/ withdrawals, either in whole or in part, for the use of the loans/facilities, imposition of penal interest, appointment of a nominee director by the lender on our Board and enforcement of security. Additionally, working capital facilities availed by us are typically repayable on demand. In the event any or all of our lenders, demand immediate repayment of facilities availed from them, we may be unable to procure alternative financing in a timely manner at acceptable terms. Our ability to service our indebtedness will depend on our future performance and our ability to generate cash, which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors, many of which are beyond our control. If our future cash flows from operations and other capital resources are insufficient to pay our debt obligations, our contractual obligations, or to fund our other liquidity needs, we may be forced to sell our assets or attempt to restructure or refinance our existing indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. We are susceptible to changes in interest rates and the risks arising therefrom. Also see “Financial Indebtedness” on page 399 for a description of interest payable under our financing agreements. 30. Negative cash flows in prior periods and the potential for continued cash flow mismatches could adversely affect our liquidity, financial condition and ability to sustain operations and growth. We have experienced negative cash flows in certain prior periods, particularly from operating activities, financing activities, and/or investing activities. Negative cash flows may arise due to several factors, including timing mismatches between receipt of payments from customers and payments to suppliers, high working capital requirements associated with execution of large contracts, inventory build-up, capital expenditure commitments, and the need to furnish margin money against bank guarantees and other non-fund based facilities. The table below denotes the summary of our statement of cash flow for the periods indicated: (₹ in million) Particulars Six months period Fiscal ended September 2025 2024 2023 30, 2025 Net cash generated from / (used in) operating activities 277.36 499.68 206.82 (66.01) Net cash generated from / (used in) investing activities (272.17) (591.48) (38.62) (18.12) Net cash generated from / (used in) financing activities (2.14) 83.95 (144.04) 27.81 For more details please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 367. Our business, especially in relation to government and public sector customers, typically involves milestone-based billing cycles, extended receivable periods, retention money provisions, and procedural payment approvals, which may result in delays in realization of cash inflows. At the same time, we are required to incur upfront expenditures towards procurement of raw materials, manufacturing costs, employee expenses, statutory dues, and performance obligations. Any adverse movement in these working capital parameters may further strain our operating cash flows. In addition, we undertake capital expenditure from time to time for expansion of manufacturing capacity, technology upgrades, and establishment of new facilities, including the proposed projects for which funds are being raised pursuant to the Offer. Such capital investments may result in negative cash flows from investing activities, particularly during implementation phases before the associated assets begin generating revenue. Sustained negative cash flows could constrain our liquidity position, increase reliance on external borrowings and short-term financing, and expose us to risks relating to availability and cost of funding. Any tightening of credit conditions, reduction in sanctioned limits, increase in interest rates, or inability to access additional working capital facilities on acceptable terms may adversely affect our ability to meet operational requirements, service debt obligations, fund capital expenditure, or execute existing and future contracts. 39Further, persistent cash flow pressures may limit our operational flexibility, impair our ability to negotiate favourable commercial terms with suppliers, restrict our capacity to provide bank guarantees required for bidding and project execution, and adversely impact our credit profile. If we are unable to generate sufficient positive cash flows in the future or effectively manage our working capital cycle and capital expenditure commitments, our business, financial condition, cash flows, results of operations, and growth prospects could be materially and adversely affected. 31. We have certain contingent liabilities as per Ind AS 37 that have been disclosed in our financial statements, which if they materialise, may adversely affect our financial condition and cash flows. The following table below sets forth the principal components of our contingent liabilities as per Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets, as of September 30, 2025: Particulars Amount (₹ million) Outstanding bank guarantees 284.03 Letter of credit outstanding 139.76 Customs and Excise Authorities (refer note (i)) 296.73 Income tax demand notices/orders(refer note (ii)) 18.60 Registration under Paper Import Monitoring System (PIMS)(refer note (iii)) 0.20 Notes: Note (i): Customs and Excise Authorities (a) Our Company has received a Show Cause Notice raising a demand of Rs.14.79 million towards differential customs duty, along with an equivalent penalty under Section 114A and a penalty of Rs. 2.50 million under Section 114AA of the Customs Act, 1962. The matter pertains to the classification of imported machined pistons. Our Company has filed an appeal before the CESTAT, Mumbai against the order of principal commissioner of customs (appeals), and the matter is currently pending adjudication. (b) Our Company received a Show Cause Notice raising a demand of Rs. 115.10 million towards differential customs duty, along with an equivalent penalty under Section 114A, a redemption fine of ₹2.00 million, and a penalty of Rs. 20.00 million under Section 114AA of the Customs Act, 1962. A bank guarantee of Rs. 13.19 million has been furnished in this regard. The matter relates to the classification of pistons and cylinder liners. Our Company has preferred an appeal before the CESTAT, and the case is currently pending adjudication. (c) Our Company received a Show Cause Notice dated August 11, 2022, and an Order-in-Original dated July 24, 2024, raising a demand of Rs. 4.72 million towards differential IGST, along with an equivalent penalty under Section 114A and a redemption fine of Rs.3.00 million under Section 125(1) of the Customs Act, 1962. The matter pertains to the revision of the IGST rate from 5% to 12%, effective October 1, 2019. Our Company has already discharged the differential duty along with applicable interest and has preferred an appeal before the appellate authority. Pursuant to a hearing held on 7 November 2025, our Company received an order adverse to its appeal. Our Company, has decided to contest the matter further and is taking appropriate legal steps. Note (ii) : Income tax demand notices/orders (a) Income tax demand notices order (Traces Portal) for Rs.18.16 million. Our Company has received a demand of Rs.18.06 million in the financial year 2022-23 as per the order generated on the TRACES portal. The said demand has been erroneously reflected, despite our Company having duly deposited the applicable TDS on purchase of shares. Our Company is confident that no financial liability will devolve on our Company in this regard. Accordingly, no provision has been considered necessary in the books of account. (b) The subsidiary company has received an income tax demand of Rs. 0.44 million in respect of AY 2023-24, which is currently under review by subsidiary company. (c) The Assessing Officer had made an addition of Rs. 4.28 million in respect of the bifurcation of depreciation between land and building, which has been contested by the subsidiary company. The matter is currently under appeal before the Commissioner of Income Tax (Appeals). The depreciation claimed has already been set off against the Subsidiary Company’s brought-forward losses. The subsidiary company has submitted the required details on multiple occasions since 14 December 2023 in response to notices issued by the Department; however, the proceedings have not yet been concluded and the final order remains pending. Note (iii) : Paper Import Monitoring System (PIMS) (a) Our Company received an order imposing a redemption fine of Rs. 0.15 million under Section 125 of the Customs Act, 1962, and a penalty of Rs. 0.05 million for non-submission of PIMS registration at the time of filing one of the Bills of Entry (BOE). Our Company has preferred an appeal before the office of the Principal Commissioner of Customs (Appeals), and the matter is currently pending for hearing. Notes: i) Further it is not practicable for the management to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. ii) Our Company and subsidiary’s pending litigations comprises of proceedings pending with tax and other regulatory authorities. The cases are still in court awaiting deliberations hence no provisions have been made in the consolidated financial statements as it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. iii) Our Company and the subsidiary does not expect any reimbursements in respect of the above contingent liabilities. 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. If we are unable to recover payment from our customers in respect of the commitments that we are called upon to fulfil, our business, results of operations and financial condition may be materially and adversely impacted. For further information, see “Restated Consolidated Financial Information – Note 37 – capital commitments and contingent liabilities” on page 341. 32. Our business is subject to stringent regulatory and certification requirements in India. Any failure to obtain, maintain or comply with applicable standards, licenses or approvals may adversely affect our operations, reputation and financial performance. 40Our business operations, including manufacturing and supply of our products, are subject to a broad range of regulatory and licensing requirements in India. We are required to obtain and maintain various statutory and regulatory permits, registrations, and consents under laws such as the Water (Prevention & Control of Pollution) Act, 1974; Air (Prevention & Control of Pollution) Act, 1981 and the Factories Act, 1948, among others. In addition, we must obtain and maintain internationally recognized quality certifications such as ISO certification for quality management to meet customer needs and enhance satisfaction. Our manufacturing facilities and products are subject to periodic audits, inspections, and assessments by regulatory authorities and certification bodies. These are undertaken to verify ongoing compliance with applicable safety, quality, and operational standards, and may occur annually or periodically. Any deficiencies identified in such assessments, such as outdated infrastructure, non-compliant production batches, or occupational safety concerns could lead to penalties, suspension of operations, or cancellation of licenses. We have not experienced any instances of such deficiencies in the assessments conducted in the six-month period ended September 30, 2025, Fiscals 2025, 2024, and 2023. In addition to statutory and regulatory approvals, our business is also dependent on obtaining and maintaining customer-specific technical approvals, registrations and vendor certifications from various government authorities, public sector undertakings and other institutional customers. These include approvals from specialized technical and inspection bodies such as the Research Designs and Standards Organisation (RDSO) of railways and similar approval authorities or technical qualification agencies relevant to the sectors in which we operate. Such approvals are typically product-specific and subject to rigorous technical evaluation processes, including design validation, prototype inspection, field trials, quality audits and periodic performance reviews. The process for obtaining and maintaining such approvals can be time-consuming, uncertain and subject to factors beyond our control, including changes in technical standards, customer specifications, testing protocols and regulatory policies. Further, such approvals may be subject to periodic renewal, revalidation, or continued compliance with prescribed performance, quality and operational parameters. Any delay in obtaining such approvals, inability to secure approvals for new products, suspension, withdrawal, non-renewal, or adverse modification of such approvals, or failure to meet ongoing compliance requirements, may restrict our ability to participate in tenders, supply products to key customers, or expand into new product categories. Moreover, in certain cases, approvals may be granted only after successful completion of prototype testing, field trials, or demonstration of prior execution experience, which may require significant time and financial resources. There can be no assurance that we will be able to obtain or retain such approvals in a timely manner or at all. Any failure to obtain, maintain or renew such statutory, regulatory or customer-specific approvals, including RDSO or similar technical vendor registrations, could lead to loss of business opportunities, disqualification from tenders, reduction in order inflows, contractual penalties, or termination of existing orders, which could materially and adversely affect our business, financial condition, results of operations and prospects. Certain material consents, licenses, registrations and approvals required for our operations may expire from time to time in the ordinary course of business, and applications for renewal have been made or are in the process of being made with the relevant Central or State Government authorities. For further details, see “Government and Other Approvals” on page 408. While there have been no instances of rejection or non-renewal of statutory and regulatory permits, registrations, and consents, there can be no assurance that the relevant authorities will issue or renew the required licenses and approvals within prescribed timelines or at all. Failure or delay in obtaining, renewing, or maintaining the required approvals could result in regulatory actions, including fines, penalties, restrictions on operations, or legal proceedings, which could materially and adversely affect our business, financial condition, and results of operations. 33. Our operations are subject to environmental, health, safety and labour laws and regulations, and any non- compliance with or changes in such laws may adversely affect our business, financial condition, cash flows and results of operations. We are subject to a wide range of laws and government regulations, including those related to safety, health, labour, and environmental protection, such as the Factories Act, 1948, the Environmental Protection Act, 1986 (as amended), the Air (Prevention and Control of Pollution) Act, 1981, the Water (Prevention and Control of Pollution) Act, 1974 and the Water (Prevention and Control of Pollution) Cess Act, 1977. These regulations impose various controls on air and water discharges, noise levels, and the disposal of hazardous materials. Environmental laws and regulations in India have become increasingly stringent, and the scope and extent of future regulations, as well as their impact on our operations, remain uncertain. Violations could also lead to criminal sanctions, revocation of operating permits, or even the shutdown of manufacturing facilities, all of which could adversely affect our business, results of operations, cash flows, and financial condition. 41Our potential exposure includes fines, civil or criminal penalties, third party claims for property damage or personal injury, and clean-up costs, all of which are inherently difficult to predict in terms of amount and timing. While we have not faced any such instance in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that similar events will not occur in the future. We are also subject to the laws and regulations governing employees in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and termination of employees, and work permits. While we have complied with all the laws and regulations governing employees in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, if we fail to comply with such regulations in future, it 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. We cannot assure you that we will not be involved in future litigation or other proceedings or be held liable in any litigation or proceedings including in relation to safety, health and environmental matters, the costs of which may be significant. For further details on the laws and regulations applicable to us, see “Key Regulations and Policies” on page 240. (the reminder of the page has been intentionally left blank) 4234. There have been certain instances of delays in payment of statutory dues by us in the six-month period ended September 30, 2025, and the last three Fiscals. Any delay in payment of statutory dues by us in future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows. Our Company is required to pay certain statutory dues including provident fund contributions and employee state insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and the Employees’ State Insurance Act, 1948, respectively, and professional taxes. The table below sets forth the details of the statutory dues paid by our Company, including in relation to our employees for the periods indicated below: (₹ million, unless otherwise indicated) Nature of Six-month period ended September 30, 2025 For the year ended March 31, 2025 For the year ended March 31, 2024 For the year ended March 31, 2023 Payment No of Total Dues Paid Unpaid No of Total Dues Paid Unpaid No of Total Dues Paid Unpaid No of Total Dues Paid Unpaid employees employees employees employees Provident fund 107 2.50 2.50 - 98 4.36 4.36 - 103 4.35 4.35 - 91 4.15 4.15 - Employee state 31 0.11 0.11 - 35 0.29 0.29 - 53 0.49 0.49 - 61 0.49 0.49 - insurance Wages fund 100 0.05 0.05 - 98 0.11 0.11 - 105 0.11 0.11 - 91 0.09 0.09 - Professional tax 17 0.02 0.02 - 14 0.03 0.03 - 19 0.04 0.04 - 32 0.07 0.07 - GST NA 289.79 289.79 - NA 613.30 613.30 - NA 455.30 455.30 - NA 204.36 204.36 - Tax deducted at 24 2.91 2.91 - 29 6.75 6.75 - 23 6.94 6.94 - 21 5.26 5.26 - source (employees) Tax deducted at NA 4.96 4.96 - NA 16.13 16.13 - NA 19.85 19.85 - NA 10.46 10.46 - source / Tax collected at source (others) Income tax NA 89.89 30.86 59.03 NA 172.51 172.51 - NA 78.79 78.79 - NA 21.13 21.13 - Custom duty NA 48.36 48.36 - NA 51.71 51.71 - NA 99.45 99.45 - NA 63.76 63.76 - 43The table below sets out details of the delays in statutory dues payable by our Company: (₹ million, unless otherwise indicated) Name Nature of Six-month period Fiscal 2025 Fiscal 2024 Fiscal 2023 of Act Default ended September 30, 2025 Nu Am Nu Nu Am Nu Nu Amount for which Nu Nu Am Nu mbe oun mbe mbe oun mbe mbe payment was delayed mbe mbe oun mbe r of t for r of r of t for r of r of r of r of t for r of inst whi day inst whi day insta day inst whi day ance ch s ance ch s nces s ance ch s s of pay s of pay of s of pay such men such men such such men defa t defa t defa defa t ult was ult was ult ult was dela dela dela yed yed yed Provid - - - 6 0.02 60- 2 0.07 1-5 - - - Late deposit of ent 90 days provident fund fund days Emplo - - - - - - 2 0.02 1-10 - - - yee Late deposit of days state employee state insura insurance nce Wages Late deposit of 1 0.00 1- - - - 2 0.07 1-60 - - - fund labour welfare 365 days fund days Profes 1 0.00 1- - - - - - - - - - sional Late deposit of 365 tax professional tax days Goods Interest, 1 0.01 30- 6 1.06 1- 6 2.29 1- 12 0.04 1- and penalty and late 90 2,00 1,70 1,64 Servic fees days 0 0 0 es days days days Tax, 2017 Incom Tax deducted 53 0.03 1- 43 0.20 1- 29 0.03 1- 38 0.12 1- e Tax at source – 225 180 250 180 Act, Interest and days days days days 1961 late fees Incom Interest on 4 4.74 1- 3 2.21 1- 3 0.69 1- 3 0.55 1- e Tax Income Tax 215 240 225 240 Act, days days days days 1961 Custo Interest and 4 0.00 1-90 5 0.01 1-90 14 0.01 1-90 13 0.03 1-90 m Act, late fees days days days days 1962 If we are unable to pay our statutory dues on time due to inadvertence or oversight of regulatory requirements or due to any other reasons, we may be subject to penalties which could impact our financial condition and results of operations. We cannot assure you such delays in payment of statutory dues will not occur in future or we will not receive any notice seeking an explanation or an order imposing a penalty in the future in relation to such delays. 35. We are dependent on third party logistics suppliers for the supply of raw materials and delivery of our products. As a manufacturing business, our success also depends on the uninterrupted supply and transportation of the various raw materials required for our manufacturing facilities and of our products from our manufacturing facilities to our customers, or intermediate delivery points, both of which are subject to various uncertainties and risks. We transport our raw materials and our finished products by road. Our suppliers undertake the delivery of our raw materials, and we rely on third party logistics suppliers. We typically do not have formal contractual relationships with such logistics suppliers. The table below indicates our freight outward charges we charge our customers, as a percentage of our revenue for the relevant periods: 44Particular Six-month period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount Percentage Amount Percentage Amount Percentage Amount Percentage (₹ million) of total (₹ million) of total (₹ million) of total (₹ million) of total revenue revenue revenue revenue from from from from operations operations operations operations (%) (%) (%) (%) Freight 7.81 0.50% 24.96 0.76% 16.97 0.73% 6.70 0.78% outward charges Transportation strikes may also have an adverse effect on supplies and deliveries to and from our customers and suppliers. In addition, raw materials and products may be lost or damaged in transit for various reasons including occurrence of accidents or natural disasters. There may also be delay in delivery of raw materials and products which may also affect our business and results of operation negatively. A failure to maintain a continuous supply of raw materials or to deliver our products to our customers in an efficient and reliable manner could have a material and adverse effect on our business, financial condition and results of operations. While there have been no such material instances of delay in supply of our products or raw materials by such third party logistics companies in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that such material instances will not happen in future. We may also be affected by an increase in fuel cost, as it will have a corresponding impact on freight charges levied by our third party logistics suppliers. This could require us to expend considerable resources in addressing our distribution requirements, including by way of absorbing these excess freight charges to maintain our selling price, which could adversely affect our results of operations, or passing these charges on to our customers, which could adversely affect demand for our products. 36. Majority of our Directors do not have prior experience of holding a directorship in a company listed on the Stock Exchanges, which could adversely affect our compliance with regulations post listing. Our Directors have relevant experience in their respective fields which benefits our Company, in strategizing the direction and vision of our Company. However, majority of Directors, except for Rishabh Jain, Sushil Kumar Jain, and Ramakant Pattanaik, do not have any prior experience in holding a directorship in a company listed on the Stock Exchange. Post listing of Equity Shares on Stock Exchanges, our Company will also be subject to compliance requirements under the SEBI Listing Regulations and other applicable law post listing of the Equity Share on the Stock Exchanges. Our Board is capable of efficiently managing such compliance requirements by engaging professionals having expertise in managing such compliances. 37. We enter into certain related party transactions in the ordinary course of our business, and we cannot assure you that such transactions will not have an adverse effect on our results of operation, cash flows and financial condition. We have entered into transactions with related parties in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, and from, time to time, we may enter into related party transactions in the future. These transactions principally include remuneration to directors, key managerial personnel, professional fees, rent expense, sale of goods and services, purchase of goods, Job work charges etc. While all such transactions have been conducted on an arm’s length basis, in accordance with the Companies Act and other applicable regulations pertaining to the evaluation and approval of such transactions. There can be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future. There can be no assurance to you that such transactions in future, individually or in aggregate, will not have an adverse effect on our business, financial condition and results of operations. All related party transactions that we may enter into post listing, will be subject to an approval by our Audit Committee, Board, or Shareholders, as required under the Companies Act and the SEBI Listing Regulations. Such related party transactions in the future or any other future transactions may potentially involve conflicts of interest which may be detrimental to the interest of our Company and we cannot assure you that such transactions, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, financial condition, results of operations, cash flows and prospects. The table below provides details of our arithmetic aggregated absolute total of related party transactions and the percentage of such related party transactions to our revenue from operations in the six-month period ended September 30, 2025, Fiscal 2025, 2024 and 2023: 45Particulars Six-month period Fiscal 2025 Fiscal 2024 Fiscal 2023 ended September 30, 2025 (₹ million, except percentages) Arithmetic aggregated absolute total of related 277.64 373.33 371.06 682.85 party transactions Revenue from Operations 1,560.63 3,264.18 2,329.80 860.67 Arithmetic aggregated absolute total of related 17.79% 11.44% 15.93% 79.34% party transactions as a percentage of revenue from operations (%) For further details, see “Summary of Related Party Transactions” on page 68. 38. We will continue to be controlled by our Promoters and members of our Promoter Group after the completion of the Offer. As of the date of this Draft Red Herring Prospectus, our Promoters and members of the Promoter Group hold 95.00% of the issued, subscribed and paid-up Equity Share capital of our Company. Upon completion of the Offer, our Promoters and members of our Promoter Group will continue to hold majority of our equity share capital, which will allow them to continue to control the outcome of matters submitted to our Shareholders for approval. After this Offer, our Promoters and members of our Promoter Group will continue to exercise significant control or exert significant influence over our business and major policy decisions, including but not limited to control the composition of our Board, delay, defer or cause a change of our control or a change in our capital structure, delay, defer or cause a merger, consolidation, takeover or other business combination involving us. The interests of our Promoters and members of our Promoter Group may conflict with your interests and the interests of our other shareholders, and our Promoters and members of our Promoter Group could make decisions that may adversely affect our business operations, and hence the value of your investment in the Equity Shares. 39. Our insurance coverage may not be adequate to protect us against all potential losses or to satisfy potential claims, which may have an adverse effect on our business, results of operations, financial condition, cash flows and future prospects. While we maintain insurance coverage for our manufacturing facilities, employees, inventories and equipment, we do not currently maintain dedicated product liability insurance. However, our insurance policies may not cover all risks associated with our operations and are subject to various exclusions, limitations and deductibles. As a result, any claims arising from defects, malfunctions or failures in our products could expose us to significant financial liability, which may not be covered under our existing insurance policies and could materially and adversely affect our business, financial condition and results of operations. In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner, at acceptable cost, or at all. Our inability to maintain adequate insurance cover in connection with our business could adversely affect our operations and profitability. To the extent that we suffer loss or damage as a result of events for which we are not insured, or for which we did not obtain or maintain insurance, or which is not covered by insurance, exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us and our results of operations, financial performance and cash flows could be adversely affected. We could face liabilities or otherwise suffer losses should any unforeseen incident such as fire, flood, and accidents affect our manufacturing facilities or our Registered or Corporate Office. While we believe that we have insurance coverage in amounts adequate to cover the value of our assets our insurance policies covers various types of risks but are subject to exclusions and deductibles as per policy terms agreed. There can be no assurance that our insurance policies will be adequate to cover the losses that may be incurred as a result of such interruption or the costs of repairing or replacing the damaged facilities. If we suffer a large uninsured loss or any insured loss suffered by us significantly exceeds our insurance coverage, our business, financial condition and results of operations may be materially and adversely affected. The table below sets forth information of insurance cover on assets of our Company as of the dates indicated: (in ₹ million) Particulars As at September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Total amount of sum insured* (A) 1,340.81 1,215.29 1,009.24 675.27 Total amount of losses or insurance - - - - claimed** Total insured asset*** (B) 1,073.73 820.40 841.37 585.13 46Particulars As at September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Insurance coverage in % (A/B) 124.87% 148.13% 119.95% 115.41% * Considered amount of sum insured only for property, plant and equipment (excluding freehold land) and inventories. ** Our Company (on consolidated basis) has not incurred/claimed any amount of losses or insurance claim for property, plant and equipment. ***Total insured asset considered gross block of property, plant and equipment excluding freehold land plus inventories. For further information on the insurance policies availed by us, see “Our Business - Insurance” on page 237. 40. Our business operations are being conducted on premises leased from third parties which includes our Registered Office as well. Our inability to continue operating from such premises, or to seek renewal or extension of such leases may have an adverse effect on our business, operations and financial condition. Our business operations are primarily conducted on premises leased from third parties and we may continue to enter into such transactions in future. We have offices and facilities across India, including our Registered Office, warehouses, residential properties, assembly sheds, and Corporate Office. The table below provides details of our leased properties: Sr No Address Term of the Name of Lessor Purpose Lease rent Whether lease/ license per month Lessor is a (in ₹) related party 1. 40 5, Shourya Icon, Narol Vatva July 7, 2023 to Abhishek Chemicals Site office 1,210.00 No Turning, Narol Ahmedabad July 6, 2026 382405 2. Ne w Door No. 6, Old Door No. October 5, Covalent Realty Site office 84,000.00 No 14, Mc. Nocholas Road, 4th 2024 to Chetpet Private Lane, Chetpet Chennai - October 4, Limited and Shyam G 600031 2026 Duseja 3. He ritage Sankara Apartment No August 11, Halima Snofer Seyed Guest house 81,500.00 No 66/62 Flat No. W-14, 1st floor, 2025 to July Mogdoom Spartank Road, Chetpet, Near 10, 2026 Sangaralayam, Chennai - 600031 4. 50 2, Padma Palace, 86, Nehru March 2026 to Pioneer Fincap Registered and 7,500.00 Yes Place, New Delhi - 110019 January 2027 Private Limited Corporate Office 5. 96 , VSI, Functional Industrial September 1, The Lunch Box Inc. Site office 70,000.00 No estate, Perungudi, Chennai 2025 to 600096 August 31, 2028 6. Ba y One, Plot 177-178, Sector May 1, 2024 Pioneer Rail Manufacturing 3,75,000.00 Yes 4, HSIIDC, Growth Centre, to April 30, Equipments Private facility Bawal - 123501, Rewari 2029 Limited Haryana 7. A 45-50, Sector 16, Noida, March 1, 2026 Pioneer Facor IT Site office 5,000 Yes Gautumbuddha Nagar – 201301 to January 31, Infradevelopers 2027 Private Limited The table below set forth the details of total lease rent paid along with percentage of total expenses for the six-month period ended September 30, 2025, and the last three Fiscals: Particulars Six-month period Fiscal 2025 Fiscal 2024 Fiscal 2023 ended September 30, 2025 Total lease expense on short term leases (₹ 1.37 7.41 6.08 8.06 million) Payment of lease liabilities (₹ million) - - - - Total Lease Rental (₹ million) 1.37 7.41 6.08 8.06 Percentage of total expenses (in %) 0.11% 0.27% 0.30% 0.97% For further information, see “Our Business - Properties” on page 238. We cannot assure you that we will be able to continue operating out of these premises or renew the leases on favourable terms, or at all. Any inability to renew these leases or secure alternative premises in a timely manner may adversely impact our business, operations and financial condition. 47Given that our operations are conducted primarily on premises leased from third parties, any encumbrance or adverse impact, or deficiency in, the title, ownership rights or development rights of the owners from whose premises we operate, breach of the contractual terms or any inability to renew such agreements on acceptable terms or at all may adversely affect our business and results of operations. In the event of relocation, we may be required to obtain fresh regulatory licenses and approvals. Further, we cannot assure you that in the event of relocation we will be able to find suitable locations. Until we receive these, we may suffer disruptions in our operations and our business which may also adversely affect our business, results of operations and financial condition. Although, we have not faced any disruptions to our operations or business due to an inability to continue operating from leased premises or to seek renewal or extension of such leases in the six-month period ended September 30, 2025, and the last three Fiscals, we cannot assure you that we will not encounter such issues in the future. Any failure to continue operating out of our existing premises or to renew our leases on favourable terms, or at all, could adversely affect our business, financial condition, and results of operations. 41. Our Company has outstanding payables that are subject to regulatory requirements under the Foreign Exchange Management Act, 1999 ("FEMA") and applicable RBI regulations. Any failure to comply with such requirements, or delays in obtaining necessary approvals, may expose our Company to regulatory penalties, reputational harm, and adverse financial consequences. As of September 30, 2025, our Company had outstanding payables aggregating to ₹25.83 million towards expenses payable to certain non-residents, which were overdue in terms of the Foreign Exchange Management (Current Account Transactions) Rules, 2000, read with the Master Circular on Import of Goods and Services dated July 1, 2014, as amended. For further information, see “Restated Consolidated Financial Information – Note 47 – Additional regulatory information” on page 360. Under the applicable regulatory framework and based on guidance from our AD Category – I bank, such payments are required to be made within six months from the due date. AD Category – I banks may, in certain circumstances permit delayed settlement for a period of up to three years. Any remittance beyond such period requires prior approval of the RBI. As of the date of this Draft Red Herring Prospectus, certain of our outstanding payables have remained unsettled beyond the prescribed timelines and we are in the process of submitting the requisite documentation as advised by our AD Category – I bank in connection with such delays. There can be no assurance that such approvals will be obtained in a timely manner, or at all. Any delay in, or failure to obtain, such approvals may result in penalties, compounding proceedings or other regulatory actions under FEMA. Additionally, such delays may expose us to claims or disputes from our counterparties and could adversely affect our financial condition, cash flows and reputation. 42. Negative publicity against us, our suppliers, our customers or any of our or their affiliates could cause us reputational harm and could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects. From time to time, we, our suppliers, customers, or any of our or their affiliates may be subject to negative publicity relating to various aspects of business conduct, including matters such as product safety, regulatory compliance, workplace practices, anti-corruption measures, or environmental impact. In the railway and renewable energy industry, where public and institutional trust is critical, any such adverse publicity, regardless of its accuracy or the entity directly involved can materially affect perception. Even where the allegations are later proven to be unfounded or unrelated to us directly, any association with such third parties, whether suppliers, distributors, contractors, or customers, may result in reputational spillover. This could lead to a temporary or prolonged erosion of trust in our brand, product reliability, or business ethics in the eyes of customers, regulatory bodies, or the general public. Our reputation plays a key role in securing new business, especially in industries with high safety sensitivity such as railway and renewable energy, where product integrity and corporate conduct are heavily scrutinized. Reputational damage, once incurred, may be difficult, time consuming, and costly to repair, potentially affecting our ability to retain existing contracts or enter into new ones. While there have been no known instances of negative publicity directly involving us in in the six-month period ended September 30, 2025 and Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that such incidents, either involving us or those we are commercially associated with, will not occur in the future. Any such development could materially and adversely impact our business, financial condition, results of operations, and prospects. 43. We may be subject to fraud, theft, employee negligence or similar incidents which may adversely affect our results of operations, cash flows and financial condition. 48Our operations may be subject to incidents of theft or damage to inventory in transit, prior to or during stocking or delivery. Our industry typically does not encounter inventory loss on account of employee theft, vendor fraud, and general administrative error. We maintain large amounts of inventory at our manufacturing facilities at all times. Although we have relevant controls in place and have not experienced any such instances in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, there can be no assurance that we will not experience any fraud, theft, employee negligence, security lapse, loss in transit or similar incidents in the future, which could adversely affect our results of operations and financial condition. 44. Failure to maintain confidential information of our customers could adversely affect our results of operations and or damage our reputation. We are required to keep confidential certain details of our customers. in accordance with contractual obligations and applicable laws. Accordingly, we do not disclose sensitive details such as technical specifications, pricing arrangements, and project-related information without prior consent or unless required by law. In the event of any breach or alleged breach of our confidentiality arrangements with our customers, these customers may initiate litigation against us for breach of confidentiality obligations. Moreover, if our customers’ confidential information is misappropriated by us or our employees, our customers may seek damages and compensation from us. Assertions of misappropriation of confidential information or the intellectual property of our customers against us, if successful, could have a material adverse effect on our business, financial condition and results of operations. Even if such assertions against us are unsuccessful, they may cause us to incur reputational harm and substantial cost. While there have been no instances of assertions of misappropriation of confidential information or intellectual property of our customers against us in the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that any such assertions may not be made against us going forward which may cause us to incur reputational harm. 45. Our Statutory Auditors have included remarks in the annexure to the auditors’ report issued on the audited financial statements for Fiscals 2025, 2024 and 2023 which do not require any corrective adjustments in the Restated Consolidated Financial Information. We cannot assure you that any similar remarks will not form part of our financial statements for the future fiscal periods, which could have an adverse effect on our reputation, the trading price of the Equity Shares, results of operations, cash flows and financial condition. Our Statutory Auditors included certain remarks including remarks on Companies (Auditor’s Report) Order, 2020 in the annexure to the auditors’ reports for Fiscals 2025, 2024 and 2023 which do not require any corrective adjustments in the Restated Consolidated Financial Information, details of which are as follows: Fiscal 2025 i. The Parent Company has used an accounting software for maintaining its books of accounts for the year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has been operating for all relevant transactions recorded in the software except for one branch in which audit trail was enabled from August 10, 2024 and other branches in which audit trail was enabled from September 25, 2024. Additionally, there is no audit trail at database. However, due to the inherent limitation of the accounting software, we are unable to comment whether there were any instances of the audit trail feature been tempered during the audit period. Additionally, audit trail logs were not available in the previous year hence, we cannot comment on the preservation of the audit trail as per statutory requirements for record retention. ii. One subsidiary has used an accounting software for maintaining its books of accounts for the year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has been operating for all relevant transactions recorded in the software from January 28, 2025. Additionally, there is no audit trail at database. However, due to the inherent limitation of the accounting software, we are unable to comment whether there were any instances of the audit trail feature been tempered during the audit period. Additionally, audit trail logs were not available in the previous year hence, we cannot comment on the preservation of the audit trail as per statutory requirements for record retention. iii. According to the information and explanations given to us, and on the basis of our examination of records of the Company, the Company has been sanctioned working capital limits in excess of Rs. 500 lakhs, in aggregate, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, quarterly statements filed with such banks financial institutions are generally in agreement with books of accounts of the Company, except as given below: Period Name Working Nature of Nature of Amount as Amount as Difference (Rs. in lakhs) (A-B) ended of the capital current current per books per stock bank limit assets assets/ (Rs. in summary sanctioned offered liabilities lakhs) (A) 49(Rs. in as (Rs. in lakhs) security lakhs) (B) Jun- Axis 1,100.00 Charge Inventory 960.56 990.31 (29.75) 24 bank on all Debtors 2,274.72 2,444.53 (169.81) fixed and Creditors 1,455.15 1,323.20 131.95 Sep- Axis 1,100.00 current Inventory 655.80 605.48 50.32 24 bank assets of Debtors 2,298.81 2,212.45 86.36 the Creditors 1,528.91 1,354.14 174.77 Dec- Axis 1,100.00 Company Inventory 668.33 601.73 66.60 24 bank Debtors 2,282.69 2,281.96 0.73 Creditors 1,053.38 917.16 136.22 Mar- Axis 1,100.00 Inventory 1,068.22 814.34 253.88 25 bank Debtors 943.75 1,448.47 (504.72) Creditors 355.46 236.23 119.23 iv. According to the information and explanations given to us, and on the basis of our examination of records of the Company, the Company has been sanctioned working capital limits in excess of Rs. 500 lakhs, in aggregate, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, quarterly statements filed with such banks financial institutions are generally in agreement with the books of account of the Company except as given below: Period Name Working Nature of Nature of Amount as Amount as per Difference (Rs. in lakhs) (A-B) ended of the capital current current per books stock summary bank limit assets assets/ (Rs. in (Rs. in lakhs) sanctioned offered as liabilities lakhs) (A) (B) (Rs. in security lakhs) Jun- Axis 500.00 Charge on Inventory 2812.94 2434.89 378.05 24 bank all fixed Debtors 2311.4 2207.79 103.61 and current Creditors 2430.78 2797.91 (367.13) assets of Sep- Axis 500.00 Inventory 2493.91 2400.54 93.37 the 24 bank Debtors 3177.88 3101.25 76.63 Company Creditors 2396.61 2340.25 56.36 Dec- Axis 500.00 Inventory 3383.39 3140.4 242.99 24 bank Debtors 1992.89 1959.55 33.34 Creditors 2332.89 2713.05 (380.16) Mar- Axis 500.00 Inventory 2391.26 2210.37 180.89 25 bank Debtors 2820.65 1983.45 837.20 Creditors 2510.8 2898.45 (387.65) These observations did not require any corrective adjustments in the Restated Financial Information. For further information, see, “Restated Consolidated Financial Information - Notes to adjustments - None adjusting items” on page 357. We cannot assure you that our auditors’ reports for any future fiscal periods will not contain qualifications, matters of emphasis or other observations or remarks which could subject us to additional liabilities, due to which our reputation and financial condition may be adversely affected. 46. We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry in which we operate. not be comparable with financial, operational or industry related statistical information of similar nomenclature computed and presented by other similar companies. Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial performance have been included in this Draft Red Herring Prospectus. We compute and disclose such non-GAAP financial and operational measures, and such other industry related statistical and operational information relating to our operations and financial performance 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 online travel businesses, many of which provide such non-GAAP financial and operational measures, and other industry related statistical and operational information. These are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, these measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. 50These non-GAAP financial measures and such other industry related statistical and other information relating to our operations and financial performance are not measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the years / period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. Further, these non-GAAP financial measures and such other industry related statistical and other information are not standardised terms, hence a direct comparison of these non-GAAP measures between companies may not be possible and these 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 industry related statistical information of similar nomenclature that may be computed and presented by other companies and has limited usefulness as a comparative measure. 47. Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by 1Lattice exclusively commissioned and paid for by us for such purpose. Certain sections of this Draft Red Herring Prospectus include information based on, or derived from, an industry report titled “Railway Equipment & Industry report” dated March 2026 or extracts of the 1Lattice Report, which is not related to our Company, Directors or Promoters. We exclusively commissioned and paid for the 1Lattice Report for the purpose of confirming our understanding of the industry in connection with the Offer. All such information in this Draft Red Herring Prospectus indicates 1Lattice Report as its source. Accordingly, any information in this Draft Red Herring Prospectus derived from, or based on, the 1Lattice 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. While industry sources take due care and caution while preparing their reports, they do not guarantee the accuracy, adequacy or completeness of the data. Potential investors should consult their own advisors and undertake an independent assessment of information in this Draft Red Herring Prospectus based on, or derived from, the 1Lattice Report before making any investment decision regarding the Offer. Further, the 1Lattice Report is not a recommendation to invest / disinvest in any company covered in the 1Lattice Report. For further details, including disclosures made by 1Lattice Report in connection with the preparation and presentation of their report, see “Certain Conventions, Use of Financial Information, Industry and Market Data and Currency of Presentation” on page 14. 48. The Offer Price of our Equity Shares and our P/E Ratio may not be indicative of the trading price of our Equity Shares upon listing on the Stock Exchanges subsequent to the Offer and, as a result, you may lose a significant part or all of your investment. While our market capitalisation is subject to the determination of the Offer Price, which will be determined by our Company, in consultation with the BRLMs through the book building process. The following table sets forth details of our P/E Ratio for financial year ended March 31, 2025: Particulars Ratio vis-à-vis Floor Price* Ratio vis-à-vis Cap Price* [●] [●] [●] * To be populated at Prospectus stage Further, our Offer Price, the ratio specified above may not be comparable to the market price, market capitalisation and price-to-earnings ratios of our peers and would be dependent on the various factors included under “Basis for Offer Price” on page 114. Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company in consultation with the BRLMs, would not be based on a benchmark with our industry peers. The relevant financial parameters on the basis of which Price Band will be determined, have been disclosed under “Basis for Offer Price” on page 114 and shall be disclosed in the price band advertisement. For details of comparison with listed peers, see “Basis for Offer Price” on page 114. 49. Our Company will not receive any proceeds from the Offer for Sale portion. The Selling Shareholders will receive the net proceeds from such Offer for Sale. The Offer consists of an Offer for Sale of up to [●] Equity Shares of face value of ₹ 10 each by Pioneer Facor IT Infradevelopers Private Limited and Aztech India Private Limited amounting to ₹ 1,250.00 million each aggregating to ₹ 2,500.00 million. The entire proceeds from the Offer for Sale will be paid to the Selling Shareholders (after deducting applicable Offer Expenses) and our Company will not receive any such proceeds. For further information, see “The Offer” and “Objects of the Offer” on pages 61 and 98, respectively. 5150. Our Promoters and Directors hold Equity Shares in our Company and are therefore interested in our Company’s performance in addition to their normal remuneration and reimbursement of expenses. Our Promoters and Directors are interested in our Company, in addition to normal remuneration or benefits and reimbursement of expenses, to the extent of their shareholding or their relatives’ holding in our Company. Further, other than as disclosed in “Summary of Related Party Transactions” on page 68, respectively, there are no other transactions entered into by our Company with our Promoters, and Directors. While we believe that all such transactions have been conducted on an arm’s length basis, we cannot assure you that we might have obtained more favourable terms had such transactions been entered into with unrelated parties. For further information on the interest of our Directors, and Promoters, other than reimbursement of expenses incurred or normal remuneration or benefits, see “Our Management – Interest of Directors”, and “Our Promoters and Promoter Group - Interests of Promoters” on pages 260, and 278, respectively. 51. Our ability to pay dividends in the future will depend on several factors and there can be no assurance that we will declare or pay dividends on our Equity Shares. The declaration, recommendation and payment of dividends on our Equity Shares in the future will depend on several factors, including our profitability, cash flows, working capital requirements, capital expenditure plans, financial condition, contractual restrictions, and applicable legal and regulatory requirements. Our ability to distribute dividends is also subject to the provisions of the Companies Act, 2013, including the requirement to pay dividends only out of distributable profits and after making prescribed transfers to reserves, if applicable. We may, in the future, retain a substantial portion of our earnings to finance our business operations, meet working capital needs, service existing and future indebtedness, fund capital expenditure, support expansion initiatives, or maintain adequate liquidity buffers. Accordingly, even if we generate profits in future periods, we may not declare dividends. In addition, our financing arrangements may contain covenants or conditions that restrict or limit our ability to declare and pay dividends without prior lender consent. Any tightening of such covenants, increase in borrowing levels, or deterioration in our financial position could further constrain our capacity to distribute profits to shareholders. Our business is also characterised by significant working capital requirements due to long project execution cycles, milestone-based customer payments, and obligations to furnish bank guarantees. Any adverse changes in our operating performance, cash flow position, receivables cycle, or capital allocation priorities may result in a decision to conserve cash rather than distribute dividends. Further, any future acquisitions, expansion projects, or unforeseen contingencies may require significant cash outflows, which could reduce funds available for dividend distribution. Accordingly, there can be no assurance that we will declare or pay dividends in any particular financial year, or at all, and investors may need to rely primarily on capital appreciation, if any, for returns on their investment. 52. Standardised railway contract conditions may constrain our commercial flexibility and increase compliance burdens. The railway contracts awarded through the bidding process are typically based on standardised terms and conditions that are predominantly formulated in favour of the contracting authority. These terms often provide limited scope for negotiation on key commercial and operational provisions, particularly those relating to pricing, delivery schedules, performance parameters, and liability thresholds. As a result, our ability to incorporate adequate safeguards, adjust costs in line with market fluctuations, or seek equitable risk-sharing mechanisms is significantly constrained. Railway contracts generally prescribe fixed or narrowly adjustable pricing structures that do not sufficiently account for variations in raw material costs, import duties, logistics expenses, or other input-related escalations during the execution period. The terms may also impose strict delivery timelines, detailed technical specifications, and extensive documentation and compliance requirements, with limited room to accommodate operational contingencies or design modifications. These provisions are often drafted in broad terms, permitting the customer considerable discretion in determining compliance, certifying performance, or approving payments. In most cases, the customer may retain the right to unilaterally amend specifications, reschedule deliveries, or alter project milestones without proportionate compensation for the resulting impact on our costs or timelines. Further, payment terms are frequently linked to customer inspections, testing, or approvals, which may be deferred or delayed at the customer’s discretion. This may lead to extended receivable cycles, higher working capital requirements, and increased exposure to payment delays. Dispute resolution mechanisms in these contracts are also generally aligned with the customer’s policies and may limit 52our recourse in the event of disagreements relating to performance, pricing adjustments, or interpretation of contractual terms. Collectively, these factors restrict our commercial flexibility, increase contractual risks, and may adversely affect our financial performance, cash flows, and competitive position if we are unable to effectively manage the obligations imposed by such customer-favoured terms. 53. Information relating to the installed manufacturing capacity and capacity utilization of our manufacturing facilities 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 installed manufacturing capacity of our manufacturing facilities and capacity utilisation included in this Draft Red Herring Prospectus are based on various assumptions and estimates of our management including the standard capacity calculation practice in our industry, and the capacities of principal equipment. These assumptions and estimates include 300 working days in a financial year and 150 working days for six months period ended September 30, 2026, at three shifts per day operating for 24 hours a day and 8 hours per shift. While we have obtained a certificate dated March 29, 2026 from Karan Dhall, Independent Chartered Engineer (bearing membership number AM150845-0) in relation to such annual installed capacity of our manufacturing facilities and capacity utilisation, future capacity utilisation may vary significantly from the estimated production capacities of our manufacturing facilities and historical capacity utilisation. For further information, see “Our Business – Installed Capacity and Capacity Utilization” on page 229. Further, the installed capacity, capacity utilisation and other related information may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to capacity information that may be computed and presented by other comparable companies in the industry in which we operate. External Risk Factors 54. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors. SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance market integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities of companies based on various objective criteria such as significant variations in price and volume, enhance the integrity of the market and safeguard the interest of the investors, concentration of certain customer accounts as a percentage of combined trading volume, average delivery, securities which witness abnormal price rise not commensurate with financial health and fundamentals such as earnings, book value, fixed assets, net worth, price / earnings multiple, market capitalization etc. Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors which may result in high volatility in price, low trading volumes, and a large concentration of customer accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may include requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off, limiting trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock Exchanges. In the event our Equity Shares are subject to such surveillance measures implemented by the Stock Exchanges, we may be subject to certain additional restrictions in connection with 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. The imposition of these restrictions and curbs on trading may have an adverse effect on market price, trading and liquidity of our Equity Shares and on the reputation and conditions of our Company. 55. Recent global economic conditions have been challenging and continue to affect the Indian market, which may adversely affect our business, financial condition, results of operations, cash flows and prospects. The Indian economy and its securities markets are influenced by 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. For instance, the economic downturn in the U.S. and several European countries during a part of Fiscal 2008 and 2009 adversely affected market prices in the global securities markets, including India. Negative economic developments, such as rising fiscal or trade deficits, or 53a 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. Any other global economic developments or the perception that any of them could occur may continue to have an adverse effect on global economic conditions and the stability of global financial markets and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have an adverse effect on our business, financial condition and results of operations and reduce the price of our equity shares. Any financial disruption could have an adverse effect on our business, future financial performance, shareholders’ equity and the price of our Equity Shares. 56. We are subject to anti-bribery and anti-corruption laws, violation of which may subject our Company and/or our Promoters to governmental inquiries and/or investigations, which if material and adverse in nature, could adversely affect our business, results of operations and financial condition in future periods and our reputation. We have operations in India. Those operations often involve interactions with governmental authorities and officials at the Indian federal, state and local level. We are subject to anti-corruption and anti-bribery laws in India that prohibit improper payments or offers of improper payments to governments and their officials and political parties for the purpose of obtaining or retaining business or securing an improper advantage and require the maintenance of internal controls to prevent such payments. Although, we maintain an anti-bribery compliance program and train our employees in respect of such matters, our employees might take actions that could expose us to liability under anti- bribery laws. In certain circumstances, we may be held liable for actions taken by our partners and agents, even though they are not always subject to our control. Any violation of anti-corruption laws against us or our Promoters could result in penalties, both financial and non-financial, that could have a material adverse effect on our business, results of operations and financial condition in future periods and reputation. 57. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could materially and adversely affect our business. Natural disasters (such as typhoons, flooding, and/or earthquakes), epidemics, pandemics such as COVID-19, and man-made disasters, including acts of war, terrorist attacks, and other events, many of which are beyond our control, may lead to economic instability, including in India or globally, which may in turn materially and adversely affect our business, financial condition, and results of operations. The ongoing conflict between Russia and Ukraine has resulted in and may continue to result in a period of sustained instability across global financial markets, induce volatility in commodity prices, increase in supply chain, logistics times and costs, increase borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in economic activity in India. Our operations may be adversely affected by fires, natural disasters, and/or severe weather, which can result in damage to our property or inventory and generally reduce our productivity and may require us to evacuate personnel and suspend operations. Any terrorist attacks or civil unrest as well as other adverse social, economic, and political events in India could have a negative effect on us. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect on our business and the price of the Equity Shares. A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases. Future outbreaks of contagious disease could adversely affect the global economy and economic activity in the region. As a result, any present or future outbreak of a contagious disease could have a material adverse effect on our business and the trading price of the Equity Shares. 58. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative impact on our business, cash flows and results of operations. 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. 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. 59. If inflation rises in India, increased costs may impact our ability to maintain or achieve profitability. India has experienced high inflation relative to developed countries in the recent past. Increasing inflation in India could cause a rise in the costs of rent, wages, raw materials and other expenses, potentially reducing disposable income. Consequently, this may impact the ability of citizens to allocate funds toward premiums for insurance products like ours. Further, high fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our 54costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our users, whether entirely or in part, and may adversely affect our business and financial condition. If we are unable to increase our revenues sufficiently to offset our increased costs due to inflation, it could have an adverse effect on our business, prospects, financial condition, results of operations and cash flows. Further, the GoI 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. 60. The Indian tax regime has undergone substantial changes which could adversely affect our business and the trading price of the Equity Shares. Any change in Indian tax laws could have an effect on our operations. The Government of India has implemented two major reforms in Indian tax laws, namely the Goods and Services Tax (“GST”), and provisions relating to general anti-avoidance rules (“GAAR”). The indirect tax regime in India has undergone a complete overhaul. The indirect taxes on goods and services, such as central excise duty, service tax, central sales tax, state value added tax, surcharge and excise have been replaced by GST with effect from July 1, 2017. The GST regime continues to be subject to amendments and its interpretation by the relevant regulatory authorities is constantly evolving. GAAR became effective from April 1, 2017. The tax consequences of the GAAR provisions being applied to an arrangement may result in, among others, a denial of tax benefit to us and our business. In the absence of any substantial precedents on the subject, the application of these provisions is subjective. If the GAAR provisions are made applicable to us, it may have an adverse tax impact on us. Further, if the tax costs associated with certain of our transactions are greater than anticipated because of a particular tax risk materializing on account of new tax regulations and policies, it could affect our profitability from such transactions. Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”), in the hands of a company at an effective rate of 20.56% (inclusive of applicable surcharge and cess). Such dividends were generally exempt from tax in the hands of the shareholders. However, the GoI has amended the Income-tax Act, 1961 (“IT Act”) to abolish the DDT regime. Accordingly, any dividend distribution by a domestic company is subject to tax in the hands of the investor at the applicable rate. Additionally, we are required to withhold tax on such dividends distributed at the applicable rate. The Government of India announced the Union Budget for the Financial Year 2026 (“Budget”) and the Finance Bill, 2025, which has proposed certain amendments to taxation laws in India has received the assent of President on March 29, 2025, becoming the Finance Act, 2025 (“Finance Act”). The Finance Act inter alia increased the rate of taxation of short term capital gains and long-term capital gains arising from transfer of an equity share. There is no certainty on the impact of Finance Act on tax laws or other regulations, which may adversely affect our Company’s business, financial condition, results of operations or on the industry in which we operate. Investors should consult their own tax advisors about the consequences of investing or trading in the Equity Shares. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning, investing or trading in our Equity Shares. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our ability to grow our business in the future. We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what the nature and impact of the specific terms of any such laws or regulations will be or whether if at all, any laws or regulations would have an adverse effect on our business. Further, any adverse order passed by the appellate authorities/ tribunals/ courts would have an effect on our profitability. In addition, we are subject to tax related inquiries and claims. 61. We may be affected by competition laws, the adverse application or interpretation of which could adversely affect our business including allegations of cartelization. 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 appreciable AAEC and is considered void. The Competition Act also prohibits abuse of a dominant position by any enterprise in the relevant point. On March 4, 2011, the Government notified and brought into force the combination regulation (merger control) provisions under the Competition Act with effect from June 1, 2011. These provisions require acquisitions of shares, 55voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to and pre-approved by the Competition Commission of India (the “CCI”). Additionally, on May 11, 2011, the CCI issued Competition Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, as amended, which sets out the mechanism for implementation of the merger control regime in India. The Competition 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 extra-territorial powers and can investigate any agreements, abusive conduct, or combination occurring outside India if such agreement, conduct, or combination has an AAEC in India. However, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. We do not have any outstanding notices in relation to non-compliance with the Competition Act or the agreements entered into by us. The Government of India has also introduced the Competition (Amendment) Bill, 2023 in the Lok Sabha on February 8, 2023, which has proposed several amendments to Competition (Amendment) Bill, 2022 introduced in the Lok Sabha in August, 2022 and the Competition Act. These amendments include the introduction of deal value thresholds for assessing whether a merger or acquisition qualifies as a “combination”, expedited merger review timelines, codification of the lowest standard of “control” and enhanced penalties for providing false information or a failure to provide material information. As these are draft amendments, we cannot ascertain at this stage whether the proposed amendments will come into force in the form suggested or at all, their applicability, partially or at all, in respect of our operations once they come into force, or the extent to which the amendments, if and when they come into force, will result in additional costs for compliance, which in turn may adversely affect our business, results of operations, cash flows and prospects. However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the Competition Commission of India, or any adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business and cash flows. However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the Competition Commission of India, or any adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business and cash flows 62. Financial instability in other countries may cause increased volatility in Indian financial markets. The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in Asia, United States, United Kingdom, Russia and elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and us. Although economic conditions vary across markets, loss of investor confidence in one emerging economy may cause increased volatility across other economies, including India. Financial instability in other parts of the world could have a global influence and thereby negatively affect the Indian economy. Financial disruptions could materially and adversely affect our business, prospects, financial condition, results of operations and cash flows. Further, economic developments globally can have a significant impact on our principal markets. Concerns related to a trade war between large economies may lead to increased risk aversion and volatility in global capital markets and consequently have an impact on the Indian economy. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital. This could have a material adverse effect on our business, financial condition and results of operations and reduce the price of the Equity Shares. 63. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, the Book Running Lead Managers or any of their directors and executive officers in India respectively, except by way of a law suit in India. Our Company is a company incorporated under the laws of India and all of our Directors are located in India. All of our assets, our Key Managerial Personnel and officers are also located in India. As a result, it may not be possible for 56investors to effect service of process upon our Company or such persons in jurisdictions outside India, or to enforce judgments obtained against such parties outside India. Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of Civil Procedure, 1908. India is not party to any international treaty in relation to the recognition or enforcement of foreign judgments. India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number of jurisdictions, such as the United Kingdom, United Arab Emirates, Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements established in the Indian Code of Civil Procedure, 1908. The CPC only permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India, including the United States, cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-reciprocating territory, would not be directly enforceable in India. The party in whose favour a final foreign judgment in a non-reciprocating territory is rendered may bring a fresh suit in a competent court in India based on the final judgment within three years of obtaining such final judgment. However, it is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought in India or that an Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with the public policy in India. Further, there is no assurance that a suit brought in an Indian court in relation to a foreign judgment will be disposed of in a timely manner. In addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior approval of the RBI to repatriate any amount recovered, and we cannot assure that such approval will be forthcoming within a reasonable period of time, or at all, or that conditions of such approval would be acceptable. Such amount may also be subject to income tax in accordance with applicable law. Risks Relating to the Equity Shares and this Offer 64. The trading volume and market price of the Equity Shares may be volatile following the Offer. The market price of the Equity Shares may fluctuate as a result of, among other things, the following factors, some of which are beyond our control: • quarterly variations in our results of operations; • results of operations that vary from the expectations of securities analysts and investors; • results of operations that vary from those of our competitors; • changes in expectations as to our future financial performance, including financial estimates by research analysts and investors; • a change in research analysts’ recommendations; • announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or capital commitments; • announcements by third parties or governmental entities of significant claims or proceedings against us; • new laws and governmental regulations applicable to our industry; • additions or departures of key management personnel; • changes in exchange rates; • fluctuations in volume of Equity Shares traded; and • general economic and stock market conditions. Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares. 65. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of our Equity Shares, independent of our results of operations and cash flows. 57On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the time taken for such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the proceeds received by Shareholders. For example, the exchange rate between the Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the future, which may have an adverse effect on the returns on our Equity Shares, independent of our operating results. 66. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares and dividend received. Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian company is generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for more than 12 months may be subject to long-term capital gains tax in India at the specified rates depending on certain factors, such as STT 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. Further, any gain realized on the sale of our Equity Shares held for a period of 12 months or less will be subject to short-term capital gains tax in India. While non-residents may claim tax treaty benefits in relation to such capital gains income, generally, Indian tax treaties do not limit India’s right to impose tax on capital gains arising from the sale of shares of an Indian company. Our Company cannot predict whether any tax laws or other regulations impacting it will be enacted or predict the nature and impact of any such laws or regulations or whether, if at all, any laws or regulations would have a material adverse effect on our Company’s business, financial condition, results of operations and cash flows. 67. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Offer. The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in the Offer and the credit of such Equity Shares to the applicant’s demat account with depository participant could take approximately five Working Days from the Bid/ Offer Closing Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within six Working Days of the Bid/ Offer Closing Date. There could be a failure or delay in listing of the Equity Shares on the Stock Exchanges pursuant to changes in applicable law or otherwise. Any failure or delay in obtaining the approval or otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods specified in this risk factor. We could also be required to pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed time periods. 68. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us may dilute your shareholding and sale of Equity Shares by shareholders with significant shareholding may adversely affect the trading price of the Equity Shares. We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares may lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by our shareholders may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through offering of our Equity Shares or incurring additional debt. 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, convertible securities or securities linked to Equity Shares or that our Shareholders will not dispose of, pledge or encumber their Equity Shares in the future. 69. 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. 58Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents are freely permitted (subject to certain restrictions), if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a prior regulatory approval will be required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax authorities. In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of the equity shares is situated in or is a citizen of a country which shares a land border with India, can only be made through the Government approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/purview, such subsequent change in the beneficial ownership will also require approval of the Government of India. These investment restrictions shall also apply to subscribers of offshore derivative instruments. We cannot assure investors that any required approval from the RBI or any other governmental agency can be obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 458. 70. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition. Our Restated Consolidated Financial Information for Fiscal 2023 and 2024 have been derived from the: (ii) audited Ind AS financial statements of our Company as at and for the years ended March 31, 2025 prepared in accordance with the Ind AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India; (iii) audited special purpose Ind AS financial statements of our Company as at and for the years ended March 31, 2024 and March 31, 2023. The special purpose Ind AS financial statements as at and for the year ended March 31, 2024 and March 31, 2023 have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP (values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed, as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 1, 2023) and as per the presentation, accounting policies and grouping/classifications including revised Schedule III disclosures followed as at and for the Financial Year ended March 31, 2025. The aforementioned financial statements have been restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. If our financial statements were to be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial position may be substantially different. Prospective investors should review the accounting policies applied in the preparation of our financial statements and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should be limited accordingly. 71. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further, the current market price of some securities listed pursuant to certain previous issues managed by the Book Running Lead Managers is below their respective issue prices. The determination of the Price Band is based on various factors and assumptions and will be determined by our Company and the Selling Shareholders in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be determined by our Company and Selling Shareholders in consultation with the BRLMs through the Book Building Process. These will be based on numerous factors, including factors as described under “Basis for Offer Price” on page 114 and may not be indicative of the market price for the Equity Shares after the Offer. In addition to the above, the current market price of securities listed pursuant to certain previous initial public offerings managed by the BRLMs is below their respective issue price. For further details, see “Other Regulatory and Statutory Disclosures – Price information of past issues handled by the BRLMs” on page 421. The factors that could affect the market price of the Equity Shares include, among others, broad market trends, financial performance and results of our Company post listing, and other factors beyond our control. We cannot assure you that an active market will develop, or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity Shares will be traded after listing. 5972. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid amount) at any stage after submitting a bid, and Retail Individual Investors are not permitted to withdraw their Bids after Bid/Offer Closing Date. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to block the Bid amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of equity shares or the Bid Amount) at any stage after submitting a Bid. Similarly, Retail Individual Investors can revise or withdraw their Bids at any time during the Bid/Offer Period and until the Bid/ Offer Closing date, but not thereafter. While we are required to complete all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed, including Allotment, within three Working Days from the Bid/ Offer Closing Date or such other period as may be prescribed by the SEBI, events affecting the investors’ decision to invest in the Equity Shares, including adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or financial condition may arise between the date of submission of the Bid and Allotment. We may complete the Allotment of the Equity Shares even if such events occur, and such events may limit the investors’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing. Therefore, Bidders will not be able to withdraw or lower their bids following adverse developments in international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or otherwise between the dates of submission of their Bids and Allotment. 73. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer future dilution of their ownership position. Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of equities shares to maintain their existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights have been waived by adoption of a special resolution. However, if the laws of the jurisdiction the investors are located in does not permit them to exercise their pre-emptive rights without our filing an offering document or registration statement with the applicable authority in such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless we make such a filing. If we elect not to file a registration statement, the new securities may be issued to a custodian, who may sell the securities for the investor’s benefit. The value the custodian receives on the sale of such securities and the related transaction costs cannot be predicted. In addition, to the extent that the investors are unable to exercise pre- emption rights granted in respect of the Equity Shares held by them, their proportional interest in us would be reduced. 74. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions. Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as shareholder of our Company than as a shareholder of an entity in another jurisdiction. 75. A third-party could be prevented from acquiring control of us post the Offer, because of anti-takeover provisions under Indian law. As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company. Under the SEBI Takeover Regulations, an acquirer has been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in concert with others. Although these provisions have been formulated to ensure that interests of investors/shareholders are protected, these provisions may also discourage a third party from attempting to take control of our Company subsequent to completion of the Offer. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to our shareholders, such a takeover may not be attempted or consummated because of SEBI Takeover Regulations. 60SECTION III – INTRODUCTION THE OFFER The following table summarizes details of the Offer: Offer of Equity Shares (1)^ Up to [●] Equity Shares of face value of ₹10 each, aggregating up to ₹ 5,000.00 million Of which: Fresh Issue(1)^ Up to [●] Equity Shares of face value of ₹10 each, aggregating up to ₹ 2,500.00 million Offer for Sale(2)(3) Up to [●] Equity Shares of face value of ₹10 each, aggregating up to ₹ 2,500.00 million The Offer comprises of: A) QIB Portion(4)(5)(6) Not more than [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●] million of which: (i) Anchor Investor Portion(6) Up to [●] Equity Shares of face value of ₹10 each (ii) Net QIB Portion (assuming Anchor Investor Portion is fully Up to [●] Equity Shares of face value of ₹10 each subscribed) of which: (a) Available for allocation to Mutual Funds only (5% of the Net Up to [●] Equity Shares of face value of ₹10 each QIB Portion) (b) Balance of QIB Portion for all QIBs including Mutual Funds Up to [●] Equity Shares of face value of ₹10 each B) Non-Institutional Portion(4)(5) Not less than [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●] million of which: (a) One-third of the Non-Institutional Portion is available for allocation Up to [●] Equity Shares of face value of ₹10 each to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million (b) Two-third of the Non-Institutional Portion is available for allocation Up to [●] Equity Shares of face value of ₹10 each to Bidders with an application size of more than ₹ 1.00 million C) Retail Portion(4)(5) Not less than [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●] million Pre- and post-Offer Equity Shares Equity Shares outstanding prior to the Offer (as on the date of this Draft 25,533,600 Equity Shares of face value of ₹ 10 each Red Herring Prospectus) Equity Shares outstanding after the Offer* [●] Equity Shares of face value of ₹10 each Use of Net Proceeds of the Offer See “Objects of the Offer” on page 98 for information about the use of the Net Proceeds of the Offer. Our Company will not receive any proceeds from the Offer for Sale. * To be updated upon finalization of the Offer Price .^ Our Company, in consultation with the BRLMs, may consider a further issue of specified securities, through a preferential issue or any other method as may be permitted under the applicable law to any person(s), for an amount aggregating up to ₹ 500.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety) and as may be required under applicable law. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. (1) The Offer has been authorized pursuant to the resolution passed by our Board dated January 29, 2026. The Fresh Issue has been authorized by our Shareholders by a special resolution dated February 2, 2026. Further, our Board has taken on record the consents of the Selling Shareholders to participate in the Offer for Sale pursuant its resolution dated, March 9, 2026. (2) Our Selling Shareholders have confirmed and authorised its participation in the Offer for Sale as set out below: S. No. Selling Shareholders Maximum number of Offered Aggregate amount of Date of consent Date of board Shares* Offer for Sale (in ₹ letter resolution million) 1. Pioneer Facor IT Up to [●] Equity Shares of face value of Up to 1,250.00 March 5, 2026 March 5, 2026 Infradevelopers Private ₹ 10 each Limited 2. Aztech India Private Up to [●] Equity Shares of face value of Up to 1,250.00 March 5, 2026 March 5, 2026 Limited ₹ 10 each * To be updated at Prospectus stage. 61(3) The Equity Shares held by the respective Selling Shareholders and being offered by the Selling Shareholders are eligible to form a part of the Offer for Sale in terms of the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, confirms that the Equity Shares being offered by it are eligible for being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For further details of authorizations received for the Offer, see “Other Regulatory and Statutory Disclosures” on page 414. (4) Subject to valid bids being received at or above the Offer Price, under subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders, as applicable, at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable laws. Undersubscription in the Offer, if any, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made in such manner as specified in the Offer Agreement For further details, see “Offer Structure” on page 435. (5) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual Investors, shall be made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Investors shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non- Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two- thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ 1.00 million and under- subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. The allocation to each Non-Institutional Investors shall not be less than the minimum application size, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. (6) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. 40% of the Anchor Investor Portion shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For further information, see “Offer Procedure” on page 438. For further details including in relation to grounds for rejection of Bids, see “Offer Structure”, “Offer Procedure” and “Terms of the Offer” on pages 435, 438 and 428, respectively. 62SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information derived from the Restated Consolidated Financial Information as at six months period ended September 30, 2025 and for Fiscal 2025, Fiscal 2024 and Fiscal 2023. The Restated Consolidated Financial Information referred to above are presented under “Financial Information” on page 284. The summary financial information presented below should be read in conjunction with “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 284 and 367, respectively. [The remainder of this page has intentionally been left blank] 63Restated Consolidated Statement of Assets and Liabilities (in ₹ million, unless otherwise stated) Particulars As at September As at March As at March As at March 30, 2025 31, 2025 31, 2024 31, 2023 A . ASSETS Non-current assets (a) Property, plant and equipment 675.57 628.40 624.78 603.20 (b) Capital work-in-progress 29.20 18.28 - 42.60 (c) Right-of-use assets 295.60 - - - (d) Financial assets: (i) Other financial assets 113.97 190.64 23.69 29.23 (e) Deferred tax assets (net) - - - 0.19 (f) Other non-current assets 60.31 19.30 7.16 - Total non-current assets 1,174.65 856.62 655.63 675.22 Current assets (a) Inventories 543.26 357.90 423.61 236.24 (b) Financial assets: (i) Trade receivables 237.75 312.83 291.80 201.08 (ii) Cash and cash equivalents 31.01 27.96 35.81 11.65 (iii) Bank balances other than cash and cash equivalents 820.94 605.96 158.64 101.77 (iv) Loans 0.16 0.54 51.91 75.49 (v) Other financial assets 44.41 44.82 126.69 124.32 (c) Other current assets 109.30 48.22 67.77 93.02 Total current assets 1,786.83 1,398.23 1,156.23 843.57 Total assets 2,961.48 2,254.85 1,811.86 1,518.79 B . EQUITY AND LIABILITIES Equity (a) Equity share capital 255.34 255.34 255.34 255.34 (b) Other equity 1,364.28 1,141.88 771.97 542.70 Equity attributable to owners of the Parent Company 1,619.62 1,397.22 1,027.31 798.04 Non-controlling interest 284.22 252.43 223.52 188.85 Total Equity 1,903.84 1,649.65 1,250.83 986.89 LIABILITIES Non-current liabilities (a) Financial liabilities: (i) Borrowings - 1.91 21.68 67.62 (ii) Lease liabilities 124.54 - - - (b) Provisions 24.95 32.39 26.66 12.86 (c) Deferred tax liabilities (net) 4.06 19.29 16.60 - Total non-current liabilities 153.55 53.59 64.94 80.48 Current liabilities (a) Financial liabilities: (i) Borrowings 188.68 183.54 63.40 150.41 (ii) Lease liabilities 93.51 - - - (iii) Trade payables Total outstanding dues of micro enterprises and small 95.56 71.62 133.08 80.89 enterprises; and Total outstanding dues of creditors other than micro 347.19 225.32 240.85 186.73 enterprises and small enterprises (iv) Other financial liabilities 47.80 9.57 9.11 8.31 (b) Other current liabilities 40.24 18.45 12.60 10.86 (c) Provisions 32.16 36.05 20.98 10.05 (d) Current tax liabilities (net) 58.95 7.06 16.07 4.17 Total current liabilities 904.09 551.61 496.09 451.42 Total liabilities 1,057.64 605.20 561.03 531.90 Total equity and liabilities 2,961.48 2,254.85 1,811.86 1,518.79 64Restated Consolidated Statement of Profit and Loss (in ₹ million, unless otherwise stated) Particulars For the six For the year For the year For the year months period ended March ended March ended March ended September 31, 2025 31, 2024 31, 2023 30, 2025 ( I) INCOME (a) Revenue from operations 1,560.63 3,264.18 2,329.80 860.67 (b) Other income 36.78 47.07 26.26 43.13 Total Income 1,597.41 3,311.25 2,356.06 903.80 ( II) EXPENSES (a) Cost of materials consumed 1,041.47 2,167.95 1,573.38 577.03 (b) Purchase of stock-in-trade 0.42 - 37.11 - (c) Changes in inventories of finished goods, stock-in-trade (30.45) 69.19 (146.49) (46.00) and work-in progress (d) Employee benefits expenses 67.56 120.17 110.26 76.79 (e) Finance costs 12.58 13.59 14.09 14.77 (f) Depreciation and amortization expense 21.58 41.19 47.29 22.20 (g) Other expenses 145.58 331.75 360.08 185.03 Total expenses 1,258.74 2,743.84 1,995.72 829.82 Profit before share of profit of joint venture and tax 338.67 567.41 360.34 73.98 Share in profit of joint venture - - - 55.77 Profit before tax 338.67 567.41 360.34 129.75 Tax Expense: (a) Current tax 89.88 178.24 83.16 21.13 (b) Tax pertaining to earlier years 10.00 - 1.15 1.57 (c) Deferred tax (credit)/charge (15.27) (15.21) 12.12 (4.67) Total tax expense 84.61 163.03 96.43 18.03 Profit for the period/year 254.06 404.38 263.91 111.72 Other comprehensive income Items that will not be reclassified to profit & loss Gain on remeasurements of defined benefit plans 0.17 2.83 0.04 0.78 Income tax relating to items that will not be classified to (0.04) (0.70) (0.01) (0.19) profit or loss Total other comprehensive income for the period/year 0.13 2.13 0.03 0.59 (net of tax) Total comprehensive income for the period/year 254.19 406.51 263.94 112.31 Profit for the period/year attributable to Owners of the Parent Company 222.33 367.74 229.21 109.40 N on-controlling interests 31.73 36.64 34.70 2.32 254.06 404.38 263.91 111.72 Other comprehensive income for the period/year attributable to Owners of the Parent Company 0.07 2.17 0.06 0.62 N on-controlling interests 0.06 (0.04) (0.03) (0.03) 0.13 2.13 0.03 0.59 Total comprehensive income for the period/year, net of tax Owners of the Parent Company 222.40 369.91 229.27 110.02 N on-controlling interests 31.79 36.60 34.67 2.29 254.19 406.51 263.94 112.31 Earnings/ (Loss) per equity share (six months ended earning per share not annualized) (a) Basic (Rupee) 8.71 14.40 8.98 4.28 (b) Diluted (Rupee) 8.71 14.40 8.98 4.28 65Restated Consolidated Statement of Cash flows (in ₹ million, unless otherwise stated) Particulars For the six For the year For the year For the year months period ended March ended March ended March ended September 31, 2025 31, 2024 31, 2023 30, 2025 A. Cash flow from operating activities Net profit before tax 338.67 567.41 360.34 129.75 Adjustment for: Share in profit of joint venture - - - (55.77) Depreciation and amortization expense 21.58 41.19 47.29 22.20 Net gain on sale of property, plant and equipment - (0.07) - - Finance costs 12.58 13.59 14.09 14.77 Provision for warranty 11.39 24.67 18.07 6.84 Provision for onerous contract - 1.31 11.22 - Sundry balance written back (5.05) - - (9.09) Bad debts written off 0.53 0.55 3.35 - Rental income - (3.85) (4.07) (3.27) Loss/(gain) foreign currency transactions and translation (net) 3.19 0.39 (3.17) 0.51 Other non cash items - 17.20 4.66 19.94 Interest income (31.73) (42.72) (18.49) (16.92) Operating profit before working capital changes 351.16 619.67 433.29 108.96 Working capital adjustments: Decrease/ (Increase) in inventories (185.36) 65.71 (187.37) (133.70) Decrease/ (Increase) in trade receivables 74.55 (21.57) (94.07) (2.31) Decrease/ (Increase) in other financial assets 0.41 81.87 (2.37) (114.96) Decrease/ (Increase) in other current asset (61.08) 19.55 25.26 (30.28) Increase/ (Decrease) in trade payables 147.67 (77.37) 109.47 161.90 Increase in other financial liabilities 1.22 0.46 0.79 7.72 Increase/ (Decrease) in other current liabilities 21.79 5.86 1.73 (45.84) Increase/ (Decrease) in provisions (25.01) (7.22) (7.52) 1.03 Cash generated from/ (used) in operations 325.35 686.96 279.21 (47.48) Income tax paid (net) (47.99) (187.28) (72.39) (18.54) Net Cash generated from/(used in) operating activities (A) 277.36 499.68 206.82 (66.01) B. Cash flow from investing activities Purchase of property, plant and equipment and capital work in (82.89) (75.33) (33.44) (15.18) progress (net of capital advances and capital payables) Payment for business combination - - - (185.45) Payment for acquiring right-of-use assets (83.08) - - - Proceeds from sale of property, plant and equipment - 0.17 - - Fixed deposits made (311.26) (668.66) (194.48) (90.56) Fixed deposits matured 195.88 85.72 146.61 175.17 Loans given (1,200.00) (100.88) (20.09) (50.75) Repayment received of loans given 1,200.00 152.35 49.00 132.06 Rental income - 3.85 4.07 3.27 Interest income 9.18 11.30 9.71 13.32 Net cash used in investing activities (B) (272.17) (591.48) (38.62) (18.12) C. Cash Flow From Financing Activities Repayment from long term borrowings (9.68) (27.03) (47.74) (33.73) Proceeds from /(Repayment of) short term borrowings (net) 12.91 127.40 (85.21) 74.22 Dividend paid - (7.69) - - Finance cost paid (5.37) (8.73) (11.09) (12.68) Net Cash generated from/ (used in) financing activities (C) (2.14) 83.95 (144.04) 27.81 Net increase/ (decrease) in cash and cash equivalents (A+B+C) 3.05 (7.85) 24.16 (56.32) Cash and cash equivalents at the beginning of period/year 27.96 35.81 11.65 64.21 Add: Cash and cash equivalents from business acquisition - - - 3.76 Cash and cash equivalents at the end of period/year 31.01 27.96 35.81 11.65 66SUMMARY OF CONTINGENT LIABILITIES A summary table of our contingent liabilities as at September 30, 2025, as indicated in the Restated Consolidated Financial Information: (₹ in million) Particulars Amount as at September 30, 2025 Outstanding bank guarantees 284.03 Letter of credit outstanding 139.76 Customs and Excise Authorities(i) 296.73 Income tax demand notices/orders(ii) 18.60 Registration under paper import monitoring system (PIMS)(iii) 0.20 Notes: Note (i): Customs and Excise Authorities (a) The Company has received a Show Cause Notice raising a demand of Rs.14.79 million towards differential customs duty, along with an equivalent penalty under Section 114A and a penalty of Rs. 2.50 million under Section 114AA of the Customs Act, 1962. The matter pertains to the classification of imported machined pistons. The Company has filed an appeal before the CESTAT, Mumbai against the order of principal commissioner of customs (appeals), and the matter is currently pending adjudication. (b) The Company received a Show Cause Notice raising a demand of Rs. 115.10 million towards differential customs duty, along with an equivalent penalty under Section 114A, a redemption fine of ₹2.00 million, and a penalty of Rs. 20.00 million under Section 114AA of the Customs Act, 1962. A bank guarantee of Rs. 13.19 million has been furnished in this regard. The matter relates to the classification of pistons and cylinder liners. The Company has preferred an appeal before the CESTAT, and the case is currently pending adjudication. (c) The Company received a Show Cause Notice dated August 11, 2022, and an Order-in-Original dated July 24, 2024, raising a demand of Rs. 4.72 million towards differential IGST, along with an equivalent penalty under Section 114A and a redemption fine of Rs.3.00 million under Section 125(1) of the Customs Act, 1962. The matter pertains to the revision of the IGST rate from 5% to 12%, effective October 1, 2019. The Company has already discharged the differential duty along with applicable interest and has preferred an appeal before the appellate authority. Pursuant to a hearing held on 7 November 2025, the Company received an order adverse to its appeal. The Company, has decided to contest the matter further and is taking appropriate legal steps. Note (ii) : Income tax demand notices/orders (a) Income tax demand notices order (Traces Portal) for Rs.18.16 million. The Company has received a demand of Rs.18.06 million in the financial year 2022- 23 as per the order generated on the TRACES portal. The said demand has been erroneously reflected, despite the Company having duly deposited the applicable TDS on purchase of shares. The Company is confident that no financial liability will devolve on the Company in this regard. Accordingly, no provision has been considered necessary in the books of account. (b) The subsidiary company has received an income tax demand of Rs. 0.44 million in respect of AY 2023-24, which is currently under review by subsidiary company. (c) The Assessing Officer had made an addition of Rs. 4.28 million in respect of the bifurcation of depreciation between land and building, which has been contested by the subsidiary company. The matter is currently under appeal before the Commissioner of Income Tax (Appeals). The depreciation claimed has already been set off against the Subsidiary Company’s brought-forward losses. The subsidiary company has submitted the required details on multiple occasions since 14 December 2023 in response to notices issued by the Department; however, the proceedings have not yet been concluded and the final order remains pending. Note (iii) : Paper Import Monitoring System (PIMS) (a) The Company received an order imposing a redemption fine of Rs. 0.15 million under Section 125 of the Customs Act, 1962, and a penalty of Rs. 0.05 million for non-submission of PIMS registration at the time of filing one of the Bills of Entry (BOE). The Company has preferred an appeal before the office of the Principal Commissioner of Customs (Appeals), and the matter is currently pending for hearing. Notes: a) Further it is not practicable for the management to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. b) The Company and subsidiary's pending litigations comprises of proceedings pending with tax and other regulatory authorities. The cases are still in court awaiting deliberations hence no provisions have been made in the consolidated financial statements as it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. c) The Company and the subsidiary does not expect any reimbursements in respect of the above contingent liabilities. For further details on contingent liabilities as at September 30, 2025, as per Ind AS 37– Provisions, Contingent Liabilities and Contingent Assets, see “Restated Consolidated Financial Information – Note 37. Capital commitments and contingent liabilities” on page 341. For details on risks in relation to our contingent liabilities, see “Risk Factors - We have certain contingent liabilities as per Ind AS 37 that have been disclosed in our financial statements, which if they materialise, may adversely affect our financial condition and cash flows” on page 40. 67SUMMARY OF RELATED PARTY TRANSACTIONS The summary of related party transactions, as per the requirements under Ind AS 24 – Related Party Disclosures, read with the SEBI ICDR Regulations, entered into by us for the six-month period ended September 30, 2025 and for Fiscal 2025, Fiscal 2024 and Fiscal 2023, as derived from the Restated Consolidated Financial Information are as set out in the table below: (₹ in million) S. No Name of Related Party Nature of Relationship For period ended September For the year ended For the year ended For the year ended 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Amount % of Revenue Amount % of Amount % of Amount % of from Revenue Revenue Revenue operations from from from opera tions opera tions opera tions A. Transactions with the related parties for the period/year ended: Purchase of Goods 1 Aztech India Private Limited Enterprises controlled or significantly - 0.00% - 0.00% 14.84 0.64% 5.25 0.61% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 2 CRRC Yongji Electric Co. Ltd Entity having significant influence over 22.63 1.45% 32.23 0.99% 52.25 2.24% 0.45 0.05% subsidiary (Pioneer Rail Equipments Private Limited) Purchase of property, plant and Equipment 3 Pioneer Eserve Private Limited Enterprises controlled or significantly 0.11 0.01% - 0.00% - 0.00% - 0.00% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Marketing Fees 4 Pioneer Rail Equipments Private Joint Venture - 0.00% - 0.00% - 0.00% 13.49 1.57% Limited Rent Income 5 Aztech India Private Limited Enterprises controlled or significantly - 0.00% 0.03 0.00% 0.03 0.00% - 0.00% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Rent & Power and Fuel expenses 6 Pioneer Rail Equipments Private Joint Venture - 0.00% - 0.00% - 0.00% 1.40 0.16% Limited 7 Pioneer Fincap Private Limited Enterprises controlled or significantly 0.11 0.01% - 0.00% - 0.00% - 0.00% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 8 Pioneer Securities Private Limited Enterprises controlled or significantly - 0.00% 6.00 0.18% 6.00 0.26% 6.00 0.70% influenced by key management personnel or 68S. No Name of Related Party Nature of Relationship For period ended September For the year ended For the year ended For the year ended 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Amount % of Revenue Amount % of Amount % of Amount % of from Revenue Revenue Revenue operations from from from operations operations operations their relatives with whom transaction has taken place during the period/year Miscellaneous expenses 9 CRRC Yongji Electric Co. Ltd Entity having significant influence over - 0.00% - 0.00% 0.04 0.00% - 0.00% subsidiary (Pioneer Rail Equipments Private Limited) Royalty expenses 10 CRRC Yongji Electric Co. Ltd Entity having significant influence over 5.80 0.37% 27.19 0.83% 17.76 0.76% 0.80 0.09% subsidiary (Pioneer Rail Equipments Private Limited) Dividend Paid 11 CRRC Yongji Electric Co. Ltd Entity having significant influence over - 0.00% 7.69 0.24% - 0.00% - 0.00% subsidiary (Pioneer Rail Equipments Private Limited) Remuneration Paid 12 Anil Kumar Agarwal Managing Director 2.40 0.15% 4.03 0.12% 4.03 0.17% 3.60 0.42% 13 Akshat Agarwal Director 1.20 0.08% - 0.00% - 0.00% 0.00% 14 Rita Bisht Company Seceretary 0.40 0.03% 0.65 0.02% 0.51 0.02% 0.41 0.05% 15 Harsh Kumar Aggarwal Chief Finance Officer 0.78 0.05% - 0.00% - 0.00% - 0.00% 16 Sushil Kumar Jain Director 2.10 0.13% - 0.00% - 0.00% 0.00% Professional fee 17 Sushil Jeetpuria & Company Enterprises controlled or significantly - 0.00% 6.92 0.21% 6.20 0.27% 6.61 0.77% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 18 Aztech India Private Limited Enterprises controlled or significantly - 0.00% - 0.00% 11.00 0.47% 11.00 1.28% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 19 Pioneer Securities Private Limited Enterprises controlled or significantly - 0.00% - 0.00% - 0.00% 7.17 0.83% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 20 Akshat Agarwal Director - 0.00% 1.20 0.04% 2.40 0.10% 1.80 0.21% 21 Rishab Jain Director - 0.00% 1.20 0.04% 2.40 0.10% 2.50 0.29% 22 Anshita Agarwal Relatives of key management person - 0.00% - 0.00% - 0.00% 0.70 0.08% 23 Kailash Chandra Jain Relatives of key management person 1.50 0.10% - 0.00% - 0.00% - 0.00% Remuneration Paid 69S. No Name of Related Party Nature of Relationship For period ended September For the year ended For the year ended For the year ended 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Amount % of Revenue Amount % of Amount % of Amount % of from Revenue Revenue Revenue operations from from from operations operations operations 24 Aman Agarwal Relatives of key management person - 0.00% 0.60 0.02% 1.20 0.05% 1.20 0.14% 25 Laxmi Devi Agarwal Relatives of key management person - 0.00% 1.00 0.03% 1.20 0.05% - 0.00% 26 Annapurna Agarwal Relatives of key management person - 0.00% 1.00 0.03% 1.20 0.05% - 0.00% 27 Binod Kumar Agarwal Relatives of key management person - 0.00% 3.30 0.10% 3.60 0.15% 3.60 0.42% 28 Isha Aggarwal Relatives of key management person - 0.00% 3.30 0.10% 3.20 0.14% 2.40 0.28% 29 Jeetu Aggarwal Relatives of key management person - 0.00% 3.30 0.10% 3.20 0.14% 2.40 0.28% 30 Sweta Agarwal Relatives of key management person - 0.00% 1.20 0.04% 2.40 0.10% 2.40 0.28% 31 Priti Agarwal Relatives of key management person - 0.00% 2.20 0.07% 2.40 0.10% 1.20 0.14% 32 Samiksha Jain Relatives of key management person - 0.00% 2.20 0.07% 2.40 0.10% 2.40 0.28% Interest income on Loans 33 Solarworld Energy Solutions Enterprises controlled or significantly 0.01 0.00% 0.52 0.02% 0.28 0.01% 0.81 0.09% Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 34 Ankita Agro & Food Processing Enterprises controlled or significantly 0.16 0.01% 0.90 0.03% - 0.00% - 0.00% Private Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 35 Pioneer Facor It Infradevelopers Enterprises controlled or significantly - 0.00% 0.77 0.02% 0.08 0.00% - 0.00% Private Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 36 Aztech India Private Limited Enterprises controlled or significantly - 0.00% 3.90 0.12% 4.12 0.18% 8.28 0.96% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 37 Pioneer Global Enterprises Private Enterprises controlled or significantly - 0.00% 0.02 0.00% - 0.00% 0.01 0.00% Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Finance cost 38 Pioneer Fincap Private Limited Enterprises controlled or significantly - 0.00% - 0.00% 1.60 0.07% 0.36 0.04% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Loan Given 39 Solarworld Energy Solutions Enterprises controlled or significantly 20.00 1.28% 50.00 1.53% 50.00 2.15% 50.00 5.81% Limited influenced by key management personnel or 70S. No Name of Related Party Nature of Relationship For period ended September For the year ended For the year ended For the year ended 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Amount % of Revenue Amount % of Amount % of Amount % of from Revenue Revenue Revenue operations from from from operations operations operations their relatives with whom transaction has taken place during the period/year 40 Ankita Agro & Food Processing Enterprises controlled or significantly 100.00 6.41% 25.00 0.77% - 0.00% - 0.00% Private Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 41 Pioneer Facor It Infradevelopers Enterprises controlled or significantly - 0.00% 5.00 0.15% 15.00 0.64% - 0.00% Private Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 42 Aztech India Private Limited Enterprises controlled or significantly - 0.00% 15.50 0.47% 6.10 0.26% 9.15 1.06% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 43 Pioneer Global Enterprises Private Enterprises controlled or significantly - 0.00% - 0.00% 0.39 0.02% 0.40 0.05% Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Loan received back (Including interest amount) 44 Solarworld Energy Solutions Enterprises controlled or significantly 20.01 1.28% 50.52 1.55% 50.28 2.16% 77.95 9.06% Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 45 Ankita Agro & Food Processing Enterprises controlled or significantly 100.00 6.41% 25.90 0.79% - 0.00% - 0.00% Private Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 46 Pioneer Facor It Infradevelopers Enterprises controlled or significantly - 0.00% 20.84 0.64% - 0.00% - 0.00% Private Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 47 Pioneer Fincap Private Limited Enterprises controlled or significantly - 0.00% - 0.00% - 0.00% 27.40 3.18% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 48 Aztech India Private Limited Enterprises controlled or significantly - 0.00% 59.01 1.81% 48.40 2.08% 26.71 3.10% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 71S. No Name of Related Party Nature of Relationship For period ended September For the year ended For the year ended For the year ended 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Amount % of Revenue Amount % of Amount % of Amount % of from Revenue Revenue Revenue operations from from from operations operations operations 49 Pioneer Global Enterprises Private Enterprises controlled or significantly - 0.00% 0.21 0.01% 0.60 0.03% - 0.00% Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Borrowing 50 Anil Kumar Agarwal Managing Director - 0.00% - 0.00% 10.00 0.43% 10.00 1.16% 51 Pioneer Fincap Private Limited Enterprises controlled or significantly - 0.00% - 0.00% 2.00 0.09% 127.60 14.83% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Borrowing repaid (Including interest amount) 52 Anil Kumar Agarwal Managing Director - 0.00% 10.00 0.31% - 0.00% 10.00 1.16% 53 Pioneer Fincap Private Limited Enterprises controlled or significantly - 0.00% - 0.00% 43.95 1.89% 89.00 10.34% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Sale of Goods 54 Solarworld Energy Solutions Enterprises controlled or significantly - 0.00% - 0.00% - 0.00% 168.16 19.54% Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 55 CRRC Yongji Electric Co. Ltd Entity having significant influence over - 0.00% - 0.00% - 0.00% 0.23 0.03% subsidiary (Pioneer Rail Equipments Private Limited) Reimbursement paid by Group on behalf of below related parties 56 Pioneer Fincap Private Ltd Enterprises controlled or significantly 0.04 0.00% - 0.00% - 0.00% - 0.00% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 57 Sushil Jeetpuria & Co. Enterprises controlled or significantly 0.08 0.01% - 0.00% - 0.00% - 0.00% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 58 Pioneer Facor It Infradevelopers Enterprises controlled or significantly 0.20 0.01% - 0.00% - 0.00% - 0.00% Private Limited influenced by key management personnel or their relatives with whom transaction has taken place during the period/year 59 Pioneer Securities Private Limited Enterprises controlled or significantly 0.02 0.00% - 0.00% - 0.00% - 0.00% influenced by key management personnel or 72S. No Name of Related Party Nature of Relationship For period ended September For the year ended For the year ended For the year ended 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Amount % of Revenue Amount % of Amount % of Amount % of from Revenue Revenue Revenue operations from from from operations operations operations their relatives with whom transaction has taken place during the period/year 60 Pioneer E Services Private Limited Enterprises controlled or significantly 0.05 0.00% - 0.00% - 0.00% - 0.00% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Reimbursement paid by related party on behalf of Group 61 Sushil Jeetpuria & Co. Enterprises controlled or significantly 0.04 0.00% - 0.00% - 0.00% - 0.00% influenced by key management personnel or their relatives with whom transaction has taken place during the period/year For details of the related party transactions and the related party transaction eliminated on consolidation, as per the requirements under Ind AS 24 ‘Related Party Disclosures’ for the six months period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, see “Restated Consolidated Financial Information – Note 36. Related party disclosure” on page 337. 73GENERAL INFORMATION Registered and Corporate Office of our Company Pioneer Fil-Med Limited 502, Padma Palace, 86 Nehru Place, New Delhi India, 110019 Telephone: 011-4563 8314 E-Mail: cs@pioneerfilmed.com Website: https://pioneerfilmed.com/ For details of change in our registered office, see “History and Certain Corporate Matters – Change in our registered office” on page 244. Company registration number and corporate identity number (a) Registration number: 091144 (b) Corporate identity number: U30200DL1997PLC091144 Address of the RoC Our Company is registered with the Registrar of Companies, National Capital Territory of Delhi- I, at South Delhi which is situated at the following address: Registrar of Companies, National Capital Territory of Delhi- I, at South Delhi 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019 Board of Directors The following table sets out the brief details of our Board as on the date of this Draft Red Herring Prospectus: Name Designation DIN Address Sushil Kumar Jain Chairperson and Non- 00002069 R-13, Nehru Enclave, Aali, Ali, South Delhi, Delhi, Executive Director India- 110 019 Anil Kumar Managing Director 00002193 B-3/3281, Vasant Kunj, South West Delhi India - Agarwal 110070 Rishabh Jain Whole-time Director 05115384 R-13, Nehru Enclave, Kalkaji, Aali, South Delhi, Delhi, India – 110 019 Akshat Agarwal Whole-time Director 09719801 B-3/3281, Vasant Kunj, South West Delhi India - 110070 Priya Mohpal Independent Director 06897983 D-119, Phase-1, Ashok Vihar, North West Delhi, Delhi, India -110052 Ramakant Independent Director 10724949 D-604, Jalvayu Towers, Opposite Utkal Hospital, Pattanaik Niladri Vihar, Sailashree Vihar, Khorda, Orissa, India - 751021 Ashok Gupta Independent Director 11350905 L-4/25, Ground Floor, DLF Phase-2, Gurgaon, Haryana, India - 122008 Niraj Kumar Independent Director 11352804 H. No.-H-3 121, Assotech Springfield, Sector- Zeta-1, Greater Noida, Surajpur, Gautam Buddha Nagar, Uttar Pradesh, India -201306 For further details of our Board of Directors, see “Our Management – Board of Directors” on page 253. Company Secretary and Compliance Officer Rita Bisht is our Company Secretary and Compliance Officer. Her contact details are as set forth below: 502, Padma Palace, 86 Nehru Place, New Delhi India, 110019 Telephone: 011-4563 8314 74E-mail: cs@pioneerfilmed.com Investor grievances Bidders may contact the Company Secretary and Compliance Officer, BRLMs or the Registrar to the Offer in case of any pre- Offer or post-Offer related queries, grievances and for redressal of complaints 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. All Offer-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary(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, UPI ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall enclose a copy of the Acknowledgment Slip or provide the application number received from the Designated Intermediary(ies) in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor. Book Running Lead Managers Nuvama Wealth Management Limited Equirus Capital Private Limited 801 - 804, Wing A, Building No 3, Unit No. 2601B, 26th Floor, Inspire BKC, G Block, Bandra Kurla Complex, A Wing, Marathon Futurex, Bandra East, Mumbai, Maharashtra 400051 Mafatlal Mills Compound, Telephone: +91 22 4009 4400 Lower Parel, Mumbai - 400 013, Email: pfl.ipo@nuvama.com Maharashtra, India. Website: www.nuvama.com Telephone: + 91 22 4332 0734 Investor grievance E-mail: Email: pioneerfilmed@equirus.com customerservice.mb@nuvama.com Website: www.equirus.com Contact person: Pari Vaya/ Gourav Rathi Investor grievance E-mail: investorsgrievance@equirus.com SEBI registration no.: INM000013004 Contact person: Mrunal Jadhav / Rahul Wadekar SEBI registration no.: INM000011286 Statement of inter-se allocation of responsibilities among the BRLMs The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows: Sr Activity Responsibility Co- No. ordination 1. Due diligence of the Company including its operations/management/business plans/legal etc. BRLMs Nuvama Drafting and design of the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, draft abridged prospectus, abridged prospectus and application form. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including finalisation of RHP, Prospectus and RoC filing. Capital structuring with the relative components and formalities such as type of instruments, allocation between primary and secondary, etc. 2. Drafting and approval of statutory advertisements including audio & video presentation BRLMs Nuvama (except for basis of allotment) and uploading of documents on Document Repository Platform 3. Drafting and approval of all publicity material other than statutory advertisement as mentioned BRLMs Equirus in 2 above including, corporate advertising, brochure, etc. and filing of media compliance report with SEBI 4. Appointment of intermediaries - Registrar to the Offer, advertising agency, printer (including BRLMs Nuvama coordination of all agreements) 5. Appointment of intermediaries - Banker(s) to the Offer, Monitoring Agency, Sponsor Banks BRLMs Equirus and other intermediaries, including coordination of all agreements to be entered into with such intermediaries 75Sr Activity Responsibility Co- No. ordination 6. International Institutional Marketing of the Offer, which will cover, inter alia: BRLMs Equirus • Marketing strategy • Finalising the list and division of international investors for one-to-one meetings and • Finalizing road show and investor meeting schedules • Preparation of road show presentation and frequently asked questions 7. Domestic Institutional Marketing of the Offer, which will cover, inter alia: BRLMs Nuvama • Finalising the list and division of domestic investors for one-to-one meetings • Finalizing domestic road show schedules and investor meeting schedules 8. Non-institutional marketing of the Offer, which will cover, inter alia, BRLMs Nuvama • Finalising media, marketing and public relations strategy including list of frequently asked questions at non-institutional road shows; and • Finalising centres for holding conferences for brokers, etc.; 9. Retail Marketing of the Offer, which will cover, inter alia, BRLMs Equirus • Formulating marketing strategies, preparation of publicity budget • Finalizing Media and PR strategy • Finalizing centres for holding conferences for brokers, etc. • Finalizing collection centres; and • Follow-up on distribution of publicity and Offer material including application form, prospectus and deciding on the quantum of the Offer material 10. Coordination with Stock-Exchanges for book building software, bidding terminals, mock BRLMs Equirus trading, anchor coordination, anchor CAN and intimation of anchor allocation. 11. Managing the book and finalization of pricing in consultation with the Company BRLMs Equirus 12. Post-Offer activities, which shall involve essential follow-up with Bankers to the Offer and BRLMs Equirus SCSBs to get quick estimates of collection and advising Company about the closure of the Offer, based on correct figures, finalisation of the basis of allotment or weeding out of multiple applications, unblocking of application monies, listing of instruments, dispatch of certificates or demat credit and refunds, payment of applicable Securities Transaction Tax on behalf of the Selling Shareholders and coordination with various agencies connected with the post-Offer activity such as Registrar to the Offer, Bankers to the Offer, Sponsor Banks, SCSBs including responsibility for underwriting arrangements, as applicable. Coordinating with Stock Exchanges and SEBI for submission of all post- Offer reports including the initial and final post- Offer report to SEBI. Including drafting and approval of basis for Allotment Advertisement Syndicate Members [●] Legal Counsel to our Company as to Indian Law Trilegal One World Centre, 10th Floor, Tower 2A & 2B, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013 Maharashtra, India Telephone: +91 22 4079 1000 Email: ipo@trilegal.com Registrar to the Offer MUFG Intime India Private Limited (formerly Link Intime India Private Limited) C-101, 247 Park, 1st Floor, L.B.S. Marg, Vikhroli West, Mumbai, Maharashtra India - 400 083 Telephone: +91 8108114949 E-mail: pioneerfilmed.ipo@in.mpms.mufg.com Investor grievance E-mail: pioneerfilmed.ipo@in.mpms.mufg.com Website: https://in.mpms.mufg.com/ Contact Person: Shanti Gopalkrishnan SEBI Registration No.: INR000004058 76Bankers to the Offer Escrow Collection Bank(s) [●] Public Offer Account Bank(s) [●] Refund Bank(s) [●] Sponsor Bank(s) [●] Designated Intermediaries Self-Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidders), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may be prescribed by SEBI from time to time. 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. Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at www.sebi.gov.in. Eligible SCSBs and mobile applications enabled for UPI Mechanism In accordance with SEBI ICDR Master Circular, UPI Bidders, bidding using the UPI Mechanism may only apply through the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) for SCSBs and (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) for mobile applications, respectively, as updated from time to time. A list of SCSBs and mobile application, which, are live for applying in public issues using UPI Mechanism is also displayed on the website of SEBI. Syndicate SCSB Branches In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, as updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or any such other website as may be prescribed by SEBI from time to time. Registered Brokers Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers 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. 77Registrar and Share Transfer Agents The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as 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. Experts Except as stated below, our Company has not obtained any expert opinions: Our Company has received the written consent dated March 29, 2026 from S S Kothari Mehta & Co. LLP, Chartered Accountants, the Joint Statutory Auditor of our Company 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 Statutory Auditors, and in respect of their (i) examination report dated March 28, 2026 on the Restated Consolidated Financial Information; and (ii) the report dated March 29, 2026 on the statement of special tax benefits available to our Company and its shareholders and the Material Subsidiary under the direct and indirect tax laws in India, included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received the written consent dated March 29, 2026 from D A R P N and Company, Chartered Accountants 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 Statutory Auditor and Independent Chartered Accountant. Our Company has received a written consent dated March 29, 2026, from the Practising Company Secretary, namely, Varun Sharma and Associates having the membership number F13276, 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 Companies Act, 2013, in respect of certificate issued by them in their capacity as the independent practising company secretary to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. In addition, our Company has also received written consent dated March 29, 2026, from Karan Dhall, Independent Chartered Engineer, to include their name as required under Section 26 of the Companies Act, 2013 in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in respect of certificates issued by him in his capacity as the Independent Chartered Engineer to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Joint Statutory Auditors to our Company S S Kothari Mehta & Co. LLP, Chartered Accountants Plot No. 68, Phase III, Okhla Industrial Area, New Delhi, Delhi, India – 110 020 E-mail: delhi@sskmin.com Telephone: +91 11 4670 8888 Firm Registration Number: 000756N/ N500441 Peer Review Number: 021601 D A R P N and Company, Chartered Accountants B-47, Gali No.4, Mohan Baba Nagar, Badarpur, New Delhi – 110 044, Delhi, India E-mail: pankajgupta@darpnandcompany.com Telephone: +91 95820 96360 Firm registration number: 016790C 78Peer review number: 021315 Changes in Auditors Except as stated below, there has been no change in our statutory auditors in the three years preceding the date of this Draft Red Herring Prospectus. Particulars Date of change Reason for change S S Kothari Mehta & Co. LLP, Chartered January 10, 2025 Appointment as joint statutory auditors Accountants of the Company Plot No. 68, Phase III, Okhla Industrial Area, New Delhi, Delhi, India– 110 020 Telephone: +91 11 4670 8888 E-mail: delhi@sskmin.com Firm Registration No.: 000756N/ N500441 Peer Review Number: 021601 D A R P N and Company, Chartered January 10, 2025 Appointment as joint statutory auditors Accountants of the Company B-47, Gali No.4, Mohan Baba Nagar, Badarpur, New Delhi, Delhi, India – 110 044, Telephone: +91 95820 96360 E-mail: pankajgupta@darpnandcompany.com Firm Registration No.: 016790C Peer Review Number: 021315 Lov Bhatia & Associates, Chartered January 6, 2025 Resignation upon pre-occupation in Accountant other assignments C-2/258, Janakpuri, New Delhi, Delhi, India– 110058 Telephone.: + 91 90345 12050 E-mail: adarshbhatia2003@yahoo.co.in Firm Registration No.: 008472N Peer Review Number: Not Applicable Banker to our Company Axis Bank Limited Ground Floor, Eros Tower Nehru Place, Delhi, India -110019 Telephone: 9681631759 E-mail: Ankit.Kejriwal@axisbank.com Website: https://www.axisbank.com/ Contact Person: Ankit Kejriwal Grading of the Offer No credit rating agency registered with SEBI has been appointed for obtaining grading for the Offer. Appraising Entity No appraising entity has been appointed in relation to the Offer. Monitoring Agency As the size of the Fresh Issue exceeds ₹ 1,000 million, our Company will appoint a credit rating agency registered with SEBI as a monitoring agency to monitor the utilisation of the Gross Proceeds, in accordance with Regulation 41 of the SEBI ICDR Regulations, prior to the filing of the Red Herring Prospectus with the RoC. For details in relation to the proposed utilisation of the Net Proceeds, see “Objects of the Offer” on page 98. 79Credit Rating As the Offer is of Equity Shares, credit rating is not required. Debenture Trustee As the Offer is of Equity Shares, the appointment of trustee is not required. Green Shoe Option No green shoe option is contemplated under the Offer. Filing of this Draft Red Herring Prospectus A copy of this Draft Red Herring Prospectus along with the Draft Abridged Prospectus has been filed through SEBI’s online intermediary portal at https://siportal.sebi.gov.in, as specified in Regulation 25(8) of the SEBI ICDR Regulations and in accordance with SEBI ICDR Master Circular. It will also be filed 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 (E) Mumbai – 400 051, Maharashtra, India Filing of the Red Herring Prospectus and Prospectus The Red Herring Prospectus and Prospectus, respectively, will be filed with the RoC in accordance with Section 32 read with Section 26 of the Companies Act, along with the material contracts and documents referred to in each of the Red Herring Prospectus and the Prospectus, respectively, at the RoC and through the electronic portal of MCA at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. 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 within the Price Band and the minimum Bid lot which will be decided by our Company, in consultation with the BRLMs and will be advertised in all editions of [●] (a widely circulated English language national daily newspaper) and, all editions of [●] (a widely circulated Hindi language national daily newspaper and, Hindi also being the regional language of Delhi, where our Registered and Corporate Office is located), and advertised 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 website. The Offer Price shall be determined by our Company, in consultation with the BRLMs after the Bid/Offer Closing Date. For details, see “Offer Procedure” on page 438. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Investors can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis, of which 40% shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Investors can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis. For further details, see “Terms of the Offer” and “Offer Procedure” on pages 428 and 438, respectively. Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this Offer. Each of the Selling Shareholders has, severally and not jointly, specifically confirmed that it will comply with the SEBI ICDR Regulations and any other directions issued by SEBI, as applicable to it, in relation to its portion of the 80Offered Shares. In this regard, our Company and the Selling Shareholders have appointed the Book Running Lead Managers to manage this Offer and procure Bids for this Offer. The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to change from time to time, and the Bidders are advised to make their own judgment about investment through the aforesaid processes prior to submitting a Bid in the Offer. Bidders should note that the Offer is also subject to (i) filing of the Prospectus by our Company with the RoC; and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after Allotment. For further details on the method and procedure for Bidding, see “Offer Procedure” and “Offer Structure” on pages 438 and 435 respectively. Underwriting Agreement Our Company, and the Selling Shareholders will enter into an Underwriting Agreement with the Underwriters and the Registrar to the Offer for the Equity Shares proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten by each BRLM shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified therein. The Underwriting Agreement is dated [●]. 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 filled in before filing of the Prospectus with the RoC) (₹ in million) Name, address, telephone and e-mail address of the Indicative Number of Equity Shares of face Amount Underwriters value of ₹10 each to be Underwritten Underwritten [●] [●] [●] [●] [●] [●] The above-mentioned underwriting commitment is indicative and will be finalized in accordance with the provisions of the SEBI ICDR Regulations. In the opinion of our Board of Directors/IPO Committee, the resources of the abovementioned 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 accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting 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 Bidders procured by them in accordance with the Underwriting Agreement. 81CAPITAL STRUCTURE The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below. (in ₹ unless otherwise stated, except share data) S. Particulars Aggregate nominal value Aggregate value at Offer Price* No. A) AUTHORISED SHARE CAPITAL(1) 35,000,000 Equity Shares of face value of ₹ 10 each 350,000,000 - Total 350,000,000 B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER 25,533,600 Equity Shares of face value of ₹ 10 each 255,336,000 - C) PRESENT OFFER(2) Offer of up to [●] Equity Shares of face value of ₹ 10 each [●] [●] aggregating up to ₹ 5,000.00 million(3) Of which Fresh Issue of up to [●] Equity Shares of face value of ₹ 10 [●] [●] each aggregating up to ₹ 2,500.00 million(3) Offer for Sale of up to [●] Equity Shares of face value of ₹ [●] [●] 10 each aggregating up to ₹ 2,500.00 million(4) E) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER* [●] Equity Shares of face value of ₹ 10 each [●] [●] F) SECURITIES PREMIUM ACCOUNT Before the Offer (in ₹ million) 41.96 After the Offer* [●] *To be updated 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 in the last 10 years” on page 245. (2) The Offer has been approved by our Board pursuant to the resolution passed at its meeting held on January 29, 2026, and our Shareholders have authorized the Fresh Issue pursuant to a special resolution passed at their meeting held on February 2, 2026. Further, the Selling Shareholders have consented to participate in the Offer for Sale pursuant to their consent letters and our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated March 9, 2026. (3) Our Company, in consultation with the BRLMs, may consider a further issue of specified securities, through a preferential issue or any other method as may be permitted under the applicable law to any person(s), for an amount aggregating up to ₹ 500.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety) and as may be required under applicable law. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. (4) The Selling Shareholders confirm that the Equity Shares being offered by them are eligible for being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For details of authorizations received for the Offer for Sale, see “The Offer” and “Other Regulatory and Statutory Disclosures - Authority for the Offer” on page 61 and 414 respectively. Notes to Capital Structure 1. Equity Share capital history of our Company (a) The following table sets forth the history of the Equity Share capital of our Company: Date of Nature of Name of allottees/ Number Face Offer Nature of Cumulativ Cumulative allotment allotment shareholders of equity value price consideratio e number paid-up and number of equity shares per per n of equity Equity shares allotted Equity equity shares share allotted Share share capital (₹) (₹) (₹) December Initial Sushil Kumar 10 20 10 10 Cash 20 200 15, 1997^ subscription Jain to the Anil Kumar 10 Memorandu Agarwal m of Association 82Date of Nature of Name of allottees/ Number Face Offer Nature of Cumulativ Cumulative allotment allotment shareholders of equity value price consideratio e number paid-up and number of equity shares per per n of equity Equity shares allotted Equity equity shares share allotted Share share capital (₹) (₹) (₹) February 15, Further issue Anil Kumar 3,300 246,300 10 10 Cash 246,320 2,463,200 2000(1) Agarwal Anita Jain 2,000 Anu Dhawan 15,000 C.P. Jain 65,000 Davendra 15,000 Kumar Gupta Meenu Gupta 10,000 M P Agarwal 31,500 Prashank 2,000 Bindal Pioneer 40,000 Securities Private Limited Raj Rani 10,000 Arora Sushil Kumar 19,500 Jain Satyanarayan 1,500 Agarwal(6) Suresh 1,500 Agrawal(7) Swaran Kanta 15,000 Tiwari Vijay Kumar 15,000 Arora October 22, Further issue Anil Kumar 14,000 98,500 10 10 Cash 344,820 3,448,200 2002(2) Agarwal Priti 47,000 Aggarwal(8) Birendra 7,500 Kumar Agarwal(9) Satya P. Sinha 10,000 Anjani Jindal 10,000 Anupam Dixit 5,000 Vinit Dixit 5,000 May 2, Further issue Pioneer 240,200 255,200 10 10 Cash 600,020 6,000,200 2005(3) Securities Private Limited Satyanarayan 15,000 Agarwal(10) January 28, Further issue Satyanarayan 8,500 33,500 10 10 Cash 633,520 6,335,200 2011(4) Agarwal(11) Anil Kumar 25,000 Agarwal August 2, Further issue Anil Kumar 217,600 217,600 10 10 Cash 851,120 8,511,200 2012(5) Agarwal September Rights issue Pioneer 13,932,18 24,682,48 10 11.70 Cash 25,533,600 255,336,000 10, 2014 Securities 0 0 Private Limited Pioneer Facor 8,120,000 IT Infradevelope rs Private Limited Anil Kumar 2,630,300 Agarwal(12) 83Date of Nature of Name of allottees/ Number Face Offer Nature of Cumulativ Cumulative allotment allotment shareholders of equity value price consideratio e number paid-up and number of equity shares per per n of equity Equity shares allotted Equity equity shares share allotted Share share capital (₹) (₹) (₹) Total 25,533,60 255,336,000 0 ^ Our Company was incorporated on December 15, 1997. The date of subscription to the Memorandum of Association is December 2, 1997 and the Board vide its resolution dated January 5, 1998 took on record the issuance and allotment of 20 equity shares of face value of ₹ 10 each to subscribers to the MoA. (1) Names of the allottees and number of equity shares have been added based on the board resolution dated February 15, 2000 instead of Form 2 dated February 15, 2000 filed by our Company with the RoC. The list of allottees enclosed to Form 2 filed by our Company with the RoC inadvertently states the names as ‘S.K. Jain’ instead of ‘Sushil Kumar Jain’, ‘Swaran Kanta Tivari’ instead of ‘Swaran Kanta Tiwari’, ‘Davendar Kumar Gupta’ instead of ‘Davendra Kumar Gupta’, ‘Pioneer Securities Ltd’ instead of ‘Pioneer Securities Private Limited’ and the number of equity shares allotted to Anil Kumar Agarwal as ‘3,310’instead of ‘3,300’, number of equity shares allotted to Sushil Kumar Jain as ‘19,510’ instead of ‘19500’ and total number of equity shares allotted is ‘246,320’ instead of ‘246,300’. (2) Names of the allottees and number of equity shares have been added based on the board resolution dated October 22, 2002 instead of Form 2 dated October 22, 2002 filed by our Company with the RoC. The list of allottees enclosed to Form 2 filed by our Company with the RoC inadvertently states the names as ‘Anil Aggarwal’ instead of ‘Anil Kumar Agarwal’, , ‘Anjani’ instead of ‘Anjani Jindal’. (3) Names of the allottees and number of equity shares have been added based on the board resolution dated May 2, 2005 instead of Form 2 dated May 2, 2005 filed by our Company with the RoC. The list of allottees enclosed to Form 2 filed by our Company with the RoC inadvertently states the name as ‘Pioneer Securities (P) Ltd.’ instead of ‘Pioneer Securities Private Limited’. (4) Names of the allottees and number of equity shares have been added based on the board resolution dated January 28, 2011 instead of Form 2 dated January 28, 2011 filed by our Company with the RoC. The list of allottees enclosed to Form 2 filed by our Company with the RoC inadvertently states the name as ‘Anil Kumar Aggarwal’ instead of ‘Anil Kumar Agarwal’. (5) Names of the allottees and number of equity shares have been added based on the board resolution dated August 2, 2012 instead of Form 2 dated August 2, 2012 filed by our Company with the RoC. The list of allottees enclosed to Form 2 filed by our Company with the RoC inadvertently states the name as ‘Anil Kumar Aggarwal’ instead of ‘Anil Kumar Agarwal’. (6) Name of Satyanarayan Agarwal has been inadvertently stated as ‘S N Agarwal’ in the board resolution dated February 15, 2000 and Form 2 dated February 15, 2000 filed by our Company with the RoC (7) Name of Suresh Agrawal has been inadvertently stated as ‘Suresh Agarwal’ in the board resolution dated February 15, 2000 and Form 2 dated February 15, 2000 filed by our Company with the RoC. (8) Name of Priti Aggarwal has been inadvertently stated as ‘Preeti Agarwal’ in the board resolution dated October 22, 2002 and Form 2 dated October 22, 2002, respectively filed by our Company with the RoC. (9) Name of Birendra Kumar Agarwal has been inadvertently stated as ‘Birender Kumar Aggarwal’ and ‘Birender Kumar Agarwal’ in the board resolution dated October 22, 2002 and Form 2 dated October 22, 2002, respectively filed by our Company with the RoC. (10) Name of Satyanarayan Agarwal has been inadvertently stated as ‘Satya Narayan Aggarwal’ in the board resolution dated May 2, 2005 and Form 2 dated May 2, 2005 filed by our Company with the RoC. (11) Name of Satyanarayan Agarwal has been inadvertently stated as ‘Satya Narayan Aggarwal’ in the board resolution dated January 28, 2011 and Form 2 dated January 28, 2011 filed by our Company with the RoC. (12) Name of Anil Kumar Agarwal has been inadvertently stated as ‘Anil Kumar Aggarwal’ in the board resolution dated September 10, 2015 and Form 2 dated September 10, 2015 filed by our Company with the RoC. 2. Preference share capital history of our Company Our Company does not have any existing preference shares as on the date of this Draft Red Herring Prospectus. 3. Shares issued for consideration other than cash or by way of a bonus issue Our Company has not issued any Equity Shares for consideration other than cash or by way of a bonus issue since its incorporation as on the date of this Draft Red Herring Prospectus. 4. Shares issued out of revaluation reserves Our Company has not issued any shares out of revaluation reserves since its incorporation. 5. Issue of equity shares pursuant to Sections 391 to 394 of the Companies Act 1956 or Sections 230 to 234 of the Companies Act, 2013 Our Company has not allotted any equity shares pursuant to any scheme of arrangement approved under Sections 391-394 of the Companies Act 1956, or Sections 230 to 234 of the Companies Act, 2013, each as amended since incorporation. 6. Issue of Shares at a price lower than the Offer Price in the last year Our Company has not issued any equity shares at a price which may be lower than the Offer Price during a period of one year preceding the date of this Draft Red Herring Prospectus. 847. Issue of equity shares under employee stock option schemes Except for "Pioneer Fil-Med Employee Stock Option Plan 2025", our company has not adopted any employee stock option scheme as on the date of this Draft Red Herring Prospectus. No options have been granted under ESOP 2025, as on the date of this Draft Red Herring Prospectus. For details, please see ‘– Employee Stock Option Plan’ on page 96. 8. Compliance with the Companies Act, 1956 and Companies Act, 2013 All the issuances of the Equity Shares since the date of inception by our Company, have been in compliance with the relevant provisions of the Companies Act, 2013 and Companies Act, 1956 as may be applicable. Further, the Company has not issued any other securities since its incorporation. 9. Details of shareholding and share capital of our Promoters, the members of the Promoter Group and directors of our Corporate Promoters As on the date of this Draft Red Herring Prospectus, our Promoters, the members of the Promoter Group and directors of our Corporate Promoters hold, in aggregate, 24,256,920 Equity Shares of face value ₹10 each, which constitutes 95.00% of the issued, subscribed and paid-up Equity Share capital of our Company. Except as disclosed below, our Promoters, the members of our Promoter Group and directors of our Corporate Promoters do not hold any Equity Shares: a) Shareholding of our Promoters, members of Promoter Group and directors of our Corporate Promoters Name Pre-Offer Post-Offer*^ Number of Equity Percentage of pre-Offer Number of Equity Percentage of post- Shares of face value ₹ Equity Share capital Shares of face value ₹ Offer Equity Share 10 each 10 each capital Promoters Pioneer Facor IT 11,939,950 46.76 [●] [●] Infradevelopers Private Limited** Pioneer Procon Private 7,373,870 28.88 [●] [●] Limited Pioneer Securities Nil Nil [●] [●] Private Limited Pioneer Fincap Private Nil Nil [●] [●] Limited Sushil Kumar Jain(1) 29,510 0.12 [●] [●] Anil Kumar Agarwal(2) 767,640 3.01 [●] [●] Rishabh Jain(3) Nil Nil [●] [●] Akshat Agarwal(4) Nil Nil [●] [●] Anita Jain 57,000 0.22 [●] [●] Total (A) 20,167,970 78.99 [●] [●] Promoter Group Priti Aggarwal 1,145,090 4.48 [●] [●] Kalawati Devi Jain 60,000 0.23 [●] [●] Babu Ram Jain HUF 42,000 0.16 [●] [●] Aztech India Private 2,841,860 11.13 [●] [●] Limited** Total (B) 4,088,950 16.01 [●] [●] Total (A+B) 24,256,920 95.00 [●] [●] * To be included in the Prospectus. ** Also a Selling Shareholder. ^ Subject to finalization of Basis of Allotment. (1) Also director on the board of Pioneer Facor IT Infradevelopers Private Limited and Pioneer Securities Private Limited, our Corporate Promoters. (2) Also director on the board of Pioneer Procon Private Limited and Aztech India Private Limited. (3) Also director on the board of Pioneer Facor IT Infradevelopers Private Limited. (4) Also director on the board of Pioneer Procon Private Limited. b) Build-up of Promoters’ shareholding in our Company Set forth below is the build-up of our Promoters’ equity shareholding in our Company, since its incorporation: 85Date of Number of Face value Issue/ Nature of Nature of % of the % of the post- allotment/ equity shares per equity acquisition/ consideration transaction pre-Offer Offer equity transfer# allotted/ share (₹) transfer price equity share share capital transferred per equity capital share (₹) Anil Kumar Agarwal December 15, 10 10 10 Cash Initial 0.00 [●] 1997^ subscription to the Memorandum of Association February 15, 3,300 10 10 Cash Further issue 0.01 [●] 2000 October 22, 14,000 10 10 Cash Further issue 0.05 [●] 2002 January 28, 25,000 10 10 Cash Further issue 0.10 [●] 2011 August 2, 217,600 10 10 Cash Further issue 0.85 [●] 2012 September 10, 2,630,300 10 11.70 Cash Rights issue 10.30 [●] 2014 March 28, (2,564,100) 10 10 Cash Transfer by way (10.04) [●] 2015 of sale to Pioneer Facor IT Infradevelopers Private Limited July 27, 2023 31,500 10 27.32 Cash Acquisition by 0.12 [●] way of purchase from Darshana Devi July 27, 2023 10,000 10 27.32 Cash Acquisition by 0.04 [●] way of purchase from Anjani Jindal September 12, 366,030 10 27.32 Cash Acquisition by 1.43 [●] 2023 way of purchase from Pioneer Facor IT Infradevelopers Private Limited April 30, 2024 1,500 10 Nil N.A. Acquisition by 0.01 [●] way of gift from Satyanarayan Agarwal(1) April 30, 2024 25,000 10 Nil N.A. Acquisition by 0.10 [●] way of gift from Satyanarayan Agarwal April 30, 2024 7,500 10 Nil N.A. Acquisition by 0.03 [●] way of gift from Birendra Kumar Agarwal(2) Total (A) 767,640 3.01 [●] Anita Jain February 15, 10 10 Cash Further issue [●] 2,000 0.01 2000 March 2, 2007 10 10 Cash Acquisition by [●] 65,000 way of purchase 0.25 from C.P. Jain April 10, 2007 10 10 Cash Transfer by way [●] (10,000) of sale to Sushil (0.04) Kumar Jain Total (B) 57,000 0.22 [●] Pioneer Facor IT Infradevelopers Private Limited September 10, 10 11.70 Cash Rights issue [●] 8,120,000 31.80 2014 86Date of Number of Face value Issue/ Nature of Nature of % of the % of the post- allotment/ equity shares per equity acquisition/ consideration transaction pre-Offer Offer equity transfer# allotted/ share (₹) transfer price equity share share capital transferred per equity capital share (₹) January 8, 10 10 Cash Acquisition by [●] 2015 way of purchase 10,732,180 from Pioneer 42.03 Securities Private Limited March 28, 10 10 Cash Acquisition by [●] 2015 way of purchase 2,564,100 10.04 from Anil Kumar Agarwal September 12, 10 27.32 Cash Transfer by way [●] 2023 (366,030) of sale to Anil (1.43) Kumar Agarwal September 12, 10 27.32 Cash Transfer by way [●] 2023 (1,098,090) of sale to Priti (4.30) Aggarwal March 21, 10 27.32 Cash Transfer by way (28.88) [●] 2024 of sale to Pioneer (7,373,870) Procon Private Limited February 27, 10 307.44 Cash Transfer by way [●] 2025 (325,269) of sale to Vanaja (1.27) Sundar Iyer April 9, 2025 10 307.44 Cash Transfer by way [●] (231,754) of sale to (0.91) Sarabpreet Kaur April 9, 2025 10 307.44 Cash Transfer by way [●] (81,317) of sale to Avarjit (0.32) Singh Birghi Total (D) 11,939,950 46.76 [●] Rishabh Jain September 17, 42,000 10 10 Cash Acquisition by [●] 2014 way of purchase 0.16 from Babu Ram Jain HUF October 13, (42,000) 10 10 Cash Transfer by way [●] 2015 of sale to Babu (0.16) Ram Jain HUF Total (E) Nil Nil [●] Pioneer Procon Private Limited March 21, 7,373,870 10 27.32 Cash Acquisition by 28.88 [●] 2024 way of purchase from Pioneer Facor IT Infradevelopers Private Limited Total (F) 7,373,870 28.88 [●] Sushil Kumar Jain December 15, 10 10 Cash Initial [●] 1997^ subscription to 10 the 0.00 Memorandum of Association February 15, 10 10 Cash Further issue [●] 19,500 0.08 2000 April 10, 2007 10 10 Cash Acquisition by [●] 10,000 way of purchase 0.04 from Anita Jain Total (G) 29,510 0.12 [●] Pioneer Securities Private Limited February 15, 40,000 10 10 Cash Further issue 0.16 [●] 2000 May 2, 2005 2,40,200 10 10 Cash Further issue 0.94 [●] 87Date of Number of Face value Issue/ Nature of Nature of % of the % of the post- allotment/ equity shares per equity acquisition/ consideration transaction pre-Offer Offer equity transfer# allotted/ share (₹) transfer price equity share share capital transferred per equity capital share (₹) September 10, 1,39,32,180 10 10 Cash Rights issue 54.56 [●] 2014 November 25, (3,200,000) 10 10 Cash Transfer by way (12.53) [●] 2014 of sale to Superior Packagings Private Limited January 8, (10,732,180) 10 10 Cash Transfer by way (42.03) [●] 2015 of sale to Pioneer Facor IT Infradevelopers Private Limited June 30, 2017 3,200,000 10 10 Other than Acquisition by 12.53 [●] Cash way of merger with Superior Packagings Private Limited and Pioneer Investcare Private Limited pursuant to the order of NCLT Special Bench: New Delhi dated June 29, 2017 March 22, (3,480,200) 10 10 Cash Transfer by way (13.63) [●] 2019 of sale to Aztech India Private Limited Total (H) Nil Nil [●] Pioneer Fincap Private Limited Pioneer Fincap Private Limited does not hold and has never held any equity shares of our Company. Akshat Agarwal Akshat Agarwal does not hold and has never held any equity shares of our Company. Total 20,167,970 78.99 [●] (A+B+C+D+ E+F+G+H) ^ Our Company was incorporated on December 15, 1997. The date of subscription to the Memorandum of Association is December 2, 1997 and the Board vide its resolution dated January 5, 1998 took on record the issuance and allotment of 20 equity shares of face value of ₹ 10 each to subscribers to the MoA. # Equity Shares were fully paid-up on the respective dates of allotment/acquisition, as the case may be. As of the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged or are otherwise encumbered. c) Build-up of Promoter Group shareholding in our Company The build-up of the equity shareholding of our Promoter Group members who hold Equity Shares in our Company as on date of this Draft Red Herring Prospectus is set forth in the table below: Date of Number of Face value Issue/ Nature of Nature of % of the % of the post- allotment/ equity shares per equity acquisition/ consideration transaction pre-Offer Offer equity transfer# allotted/ share (₹) transfer price equity share share capital transferred per equity capital share (₹) Priti Aggarwal October 22, 47,000 10 10 Cash Further issue 0.18 [●] 2002 September 12, 1,098,090 10 27.32 Cash Acquisition by 4.30 [●] 2023 way of purchase from Pioneer 88Date of Number of Face value Issue/ Nature of Nature of % of the % of the post- allotment/ equity shares per equity acquisition/ consideration transaction pre-Offer Offer equity transfer# allotted/ share (₹) transfer price equity share share capital transferred per equity capital share (₹) Facor IT Infradevelopers Private Limited Total (A) 1,145,090 4.48 [●] Kalawati Devi Jain October 9, 10,000 10 10 Cash Acquisition by 0.04 [●] 2008 way of purchase from Raj Rani Gupta October 9, 10,000 10 10 Cash Acquisition by 0.04 [●] 2008 way of purchase from Meenu Gupta October 9, 5,000 10 10 Cash Acquisition by 0.02 [●] 2008 way of purchase from Anupam Dixit October 9, 5,000 10 10 Cash Acquisition by 0.02 [●] 2008 way of purchase from Vinit Dixit October 9, 15,000 10 10 Cash Acquisition by 0.06 [●] 2008 way of purchase from Anu Dhawan October 9, 15,000 10 10 Cash Acquisition by 0.06 [●] 2008 way of purchase from Davendra Kumar Gupta Total (B) 60,000 0.23 [●] Babu Ram Jain HUF October 9, 2,000 10 10 Cash Acquisition by 0.01 [●] 2008 way of purchase from Prashank Bindal October 9, 15,000 10 10 Cash Acquisition by 0.06 [●] 2008 way of purchase from Swaran Kanta Tiwari October 9, 15,000 10 10 Cash Acquisition by 0.06 [●] 2008 way of purchase from Vijay Kumar Arora October 9, 10,000 10 10 Cash Acquisition by 0.04 [●] 2008 way of purchase from Satya P Sinha September 17, (42,000) 10 10 Cash Transfer by way [●] 2014 of sale to (0.16) Rishabh Jain October 13, 42,000 10 10 Cash Acquisition by [●] 2015 way of 0.16 purchase from Rishabh Jain Total (C) 42,000 0.16 [●] Aztech India Private Limited March 22, 3,480,200 10 10 Cash Acquisition by 13.63 [●] 2019 way of purchase from Pioneer 89Date of Number of Face value Issue/ Nature of Nature of % of the % of the post- allotment/ equity shares per equity acquisition/ consideration transaction pre-Offer Offer equity transfer# allotted/ share (₹) transfer price equity share share capital transferred per equity capital share (₹) Securities Private Limited March 4, 2025 (487,903) 10 307.44 Cash Transfer by way (1.91) [●] of sale to Vanaja Sundar Iyar April 9, 2025 (150,437) 10 307.44 Cash Transfer by way (0.59) [●] of sale to Avarjit Singh Total (D) 2,841,860 11.13 [●] Total 4,088,950 16.01 [●] (A+B+C+D) # Equity Shares were fully paid-up on the respective dates of allotment/acquisition, as the case may be. d) Secondary Transactions involving the Promoters, Promoter Group and the Selling Shareholders Except as disclosed below and in “- Build-up of Promoter’s shareholding in our Company” and “Build-up of the Promoter Group shareholding in our Company” on page 85 and 88, respectively, there has been no secondary transactions of Equity Shares by our Promoters, members of the Promoter Group and Selling Shareholders, as on the date of this Draft Red Herring Prospectus. Date of Number of Face value Issue/ Nature of Nature of % of the % of the post- allotment/ equity shares per equity acquisition/ consideration transaction pre-Offer Offer equity transfer# allotted/ share (₹) transfer price equity share share capital transferred per equity capital share (₹) Satyanarayan Agarwal April 29, 2024 1,500 10 10 Cash Acquisition by [●] way of gift from 0.01 Suresh Agrawal e) Details of minimum Promoters’ contribution locked in as may be prescribed under applicable law Pursuant to Regulation 14 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum promoters’ contribution and, pursuant to Regulation 16 of the SEBI ICDR Regulations, shall be locked-in for a period of three years, or such other period as prescribed under the SEBI ICDR Regulations, as minimum promoter’s contribution from the date of Allotment (“Promoters’ Contribution”). Our Promoters’ shareholding in excess of 20% of the fully diluted post- Offer Equity Share capital shall be locked in for a period of one year from the date of Allotment. The details of Equity Shares held by our Promoters, which will be locked-in for a period of three years, from the date of Allotment as Promoters’ Contribution are set forth below: Name of the Number of Date up Number of Date of Face Allotment/ Nature of % of the % of the Promoter Equity to which Equity allotment/ value per Acquisition transaction pre- post- Shares Equity Shares transfer# Equity price per Offer Offer held Shares locked-in** Share (₹) Equity Share paid-up paid-up are (₹) capital Capital subject to lock-in [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] Total [●] [●] [●] [●] [●] [●] [●] [●] [●] Note: To be updated at the Prospectus stage. # Equity Shares were fully paid-up on the respective dates of allotment/acquisition, as the case may be. ** Subject to finalisation of Basis of Allotment. Our Promoters have given their consent to include such number of Equity Shares held by them, constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoters’ Contribution. Our Promoters have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Promoters’ Contribution from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such 90other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations. Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. For details of the build- up of the share capital held by our Promoter, see “Build-up of Promoters’ shareholding in our Company” on page 85. In this connection, we confirm the following: (i) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares acquired during the three years immediately preceding the date of this Draft Red Herring Prospectus (a) for consideration other than cash and revaluation of assets or capitalisation of intangible assets, or (b) as a result of bonus shares issued by utilization of revaluation reserves or unrealised profits or from bonus issue against Equity Shares which are otherwise in- eligible for computation of Promoters’ Contribution; (ii) The Equity Shares offered for Promoters’ Contribution shall not consist of 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; (iii) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares held by the Promoters that are subject to any pledge or any other form of encumbrance; and (iv) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability partnership firm. f) Details of share capital locked-in for six months or any other period as may be prescribed under applicable law In terms of Regulation 17 and 16(1)(b) of the SEBI ICDR Regulations, except for the Promoters’ Contribution and any Equity Shares held by our Promoters in excess of Promoter’s Contribution, which shall be locked in as above, the entire pre-offer Equity Share capital of our Company, shall, unless otherwise permitted under the SEBI ICDR Regulations, be locked in for a period of six months from the date of Allotment in the Offer. In terms of Regulation 17(c) of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund or alternative investment fund of category I or category II or a foreign venture capital investor shall not be locked-in for a period of six months from the date of Allotment, provided that such Equity Shares shall be locked in for a period of at least six months from the date of purchase by such shareholders. In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in pursuant to Regulation 16 of the SEBI ICDR Regulations, may be transferred amongst our Promoters or any member of the Promoter Group or to any new promoter, subject to continuation of lock-in in the hands of the transferees for the remaining period and compliance with provisions of the SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired. The Equity Shares held by persons other than our Promoters and locked-in pursuant to Regulation 17 of the SEBI ICDR Regulations, may be transferred to any other person holding Equity Shares which are locked-in, subject to the continuation of the lock-in in the hands of the transferee for the remaining period and compliance with the provisions of the Takeover Regulations. In terms of Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by the Promoters which are locked in as per Regulation 16(a) of the SEBI ICDR Regulations, may be pledged only with scheduled commercial banks or public financial institutions or systemically important non-banking finance companies or deposit taking housing finance companies as collateral security for loans granted by such entity, provided that such loans have been granted for the purpose of financing one or more of the objects of the Offer and pledge of the Equity Shares is a term of sanction of such loans. Further, pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked-in as per Regulation 16(b) of the SEBI ICDR Regulations, may be pledged only with scheduled commercial banks or public financial institutions or systemically important non-banking finance companies or housing finance companies as collateral security for loans granted by such entity, provided that such pledge of the Equity Shares is one of the terms of the sanctioned loan. However, such lock-in will continue pursuant to any invocation of the pledge and the transferee of the Equity Shares pursuant to such invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock-in period stipulated above. g) Details of price at which specified securities were acquired by our Promoters, members of the Promoter Group, the Selling Shareholders, and Shareholders with the right to nominate Directors or any other special rights in the three years preceding the date of this Draft Red Herring Prospectus 91Except as stated below, none of our Promoters and members of our Promoter Group (including the Selling Shareholders) have acquired any specified securities in the three years immediately preceding the date of this Draft Red Herring Prospectus: Name of Category of Date of Number of equity Face value (₹) Acquisition Nature of Shareholder shareholder acquisition shares acquired price per Equity transaction Share (in ₹)* Anil Kumar Promoter July 27, 2023 10,000 10 27.32 Acquisition by Agarwal way of purchase from Anjani Jindal July 27, 2023 31,500 10 27.32 Acquisition by way of purchase from Darshana Devi September 12, 366,030 10 27.32 Acquisition by 2023 way of purchase from Pioneer Factor IT Infradevelopers Private Limited April 30, 2024 1,500 10 Nil Acquisition by way of gift from Satyanarayan Agarwal April 30, 2024 25,000 10 Nil Acquisition by way of gift from Satyanarayan Agarwal April 30, 2024 7,500 10 Nil Acquisition by way of gift from Birendra Kumar Agarwal Pioneer Promoter March 21, 2024 7,373,870 10 27.32 Acquisition by Procon Private way of purchase Limited from Pioneer Facor IT Infradevelopers Private Limited Priti Aggarwal Promoter Group September 12, 1,098,090 10 27.32 Acquisition by 2023 way of purchase from Pioneer Facor IT Infradevelopers Private Limited Satyanarayan Promoter Group April 29, 2024 1,500 10 Nil Acquisition by Agarwal way of gift from Suresh Agrawal * As certified by D A R P N and Company, Chartered Accountants by way of their certificate dated March 29, 2026. There are no Shareholders with right to nominate directors or other special rights. h) Weighted average cost of acquisition of all shares transacted by Promoter, Promoter Group and Selling Shareholders in last one year, 18 months and three years preceding the date of this Draft Red Herring Prospectus The weighted average price for all equity shares transacted by Promoter, Promoter Group and Selling Shareholders in one year, 18 months and three years preceding the date of this Draft Red Herring Prospectus is mentioned below: Period Weighted average cost of Cap Price is ‘x’ times the Range of acquisition acquisition (in ₹)* weighted average cost of price per Equity Share of acquisition** face value of ₹10: lowest price – highest price (in ₹)* Last one year preceding the date of this 307.44 [●] 307.44-307.44 Draft Red Herring Prospectus Last 18 months preceding the date of this 307.44 [●] 307.44-307.44 Draft Red Herring Prospectus 92Period Weighted average cost of Cap Price is ‘x’ times the Range of acquisition acquisition (in ₹)* weighted average cost of price per Equity Share of acquisition** face value of ₹10: lowest price – highest price (in ₹)* Last three years preceding the date of this 62.31 [●] Nil- 307.44 Draft Red Herring Prospectus * As certified by D A R P N and Company, Chartered Accountants by way of their certificate dated March 29, 2026. ** To be updated in the Prospectus. i) Details of weighted average cost of acquisition of Equity Shares of our Promoters and Selling Shareholders Name of the Face Number of Equity Shares Weighted average Number of Equity Weighted average Promoters and Value (in of face value of ₹ 10 each cost of acquisition Shares of face cost of acquisition Selling ₹) held as on the date of this of per Equity value of ₹ 10 per Equity Share Shareholders Draft Red Herring Share of face value acquired in last one of face value of ₹ Prospectus of ₹ 10 (in ₹) year (in ₹) 10 acquired in last one year (in ₹) Promoter Pioneer Facor IT 10 11,939,950 10.64 Nil - Infradevelopers Private Limited* Pioneer Procon 10 7,373,870 27.32 Nil - Private Limited Pioneer Securities 10 Nil - Nil - Private Limited Pioneer Fincap 10 Nil - Nil - Private Limited Sushil Kumar 10 29,510 10.00 Nil - Jain Anil Kumar 10 767,640 19.41 Nil - Agarwal Rishabh Jain 10 Nil - Nil - Akshat Agarwal 10 Nil - Nil - Anita Jain 10 57,000 10.00 Nil - Selling Shareholder Aztech India 10 2,841,860 10.00 Nil - Private Limited * As certified by D A R P N and Company, Chartered Accountants by way of their certificate dated March 29, 2026. ** Also a Selling Shareholder. j) Recording of non-transferability of Equity Shares locked-in As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant Depository. k) 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 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. l) Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters, members of our Promoter Group, directors of our Corporate Promoter, and/or our Directors and their relatives during the six months immediately preceding the date of this Draft Red Herring Prospectus None of our Promoters, the members of the Promoter Group, directors of our Corporate Promoter and/or our directors and their relatives have purchased, acquired or sold any Equity Shares or specified securities of our Company during the period of six months immediately preceding the date of filing of this Draft Red Herring Prospectus. (The remainder of the page has been intentionally left blank) 9310. Shareholding pattern of our Company The table below represents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus: Categor Category No. No. Partl No. of Total Sharehol Number of Voting No. of Total No Sharehol Number of Number of Non- Other Total Number y (I) of of of y shares no. ding as a Rights held in each Shares of shares ding, as a Locked in Shares Disposal encumbran Number of of equity sharehold share fully paid- underl shares % of class of securities (IX) Underlyi on fully % shares pledged Undertakin ces, if any Shares shares er (II) holde paid up ying held total no. No of Voting Total ng diluted assuming (XIII) (XIV) g (XV) (XVI) encumbere held in r (III) up equit Deposit (VII) = of shares Rights as a % Outstandi basis full d (XVII) = demateri equit y ory (IV)+( (calculate of ng (including conversio (XIV+XV+ alized y share Receipt V) d as per (A+B+ convertib warrants, n of XVI) form share s s (VI) +(VI) SCRR, ClasClas Tot C) le ESOP, convertibl No. As a % No. As a % No. As a % No. As a % No As a % (XVIII) s held 1957) As s s al securities Convertib e (a) of total (a) of total (a) of total (a) of total . of total held (V) a % of eg: eg: (includin le securities Shares shares shares shares (a) shares (IV) (A+B+C2 X Y g Securities (as a held held (b) held (b) held held ) (VIII) Warrant etc.) (XI)= percentag (b) (b) (b) s, ESOP (VII+X) e of etc.) (X) diluted share capital) (XII) = (VII)+(X) As a % of (A+B+C2 ) (A) Promoter 9 24,25 - 24,256, 24,256, 95.00 24,2 - 24,2 95.00 - 24,256,92 95.00 - - - - - - - - - - 24,256,92 & 6,920 920 920 56,9 56,9 0 0 Promoter 20 20 Group (B) Public 3 1,276 - 1,276,6 1,276,6 5.00 1,27 - 1,27 5.00 - 1,276,680 5.00 - - - 1,276,680 ,680 80 80 6,68 6,68 0 0 (C) Non - - - - - - - - - - - - - - - - - Promoter- Non Public (C1) Shares - - - - - - - - - - - - - - - - - underlying DRs (C2) Shares held - - - - - - - - - - - - - - - - - by Employee Trusts Total 12 25,53 - 25,533, 100.00 100.00 25,5 - 25,5 100.00 - 25,533,60 100.00 - - 25,533,60 3,600 600 33,6 33,6 00 0 00 000 94* As per the beneficiary position statement dated March 27, 2026. 11. As on the date of this Draft Red Herring Prospectus, our Company has 12 equity shareholders. 12. Shareholding of our Directors, Key Managerial Personnel and members of Senior Management in our Company Except as stated below, none of our Directors or Key Managerial Personnel or members of Senior Management hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus: Sr. Name of Shareholder Designation Number of Equity Shares of Percentage of pre-Offer no. face value ₹ 10 each Equity Share capital 1. Anil Kumar Agarwal Managing Director 767,640 3.01 2. Sushil Kumar Jain Chairperson and Non-Executive 29,510 0.12 Director Total 797,150 3.13 13. Details of shareholding of the major shareholders of our Company (a) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as on the date of this Draft Red Herring Prospectus*: Sr. no. Name of Shareholder Number of Equity Shares of face value Percentage of pre-Offer Equity ₹ 10 each Share capital (%) 1. P3i oneer Facor IT Infradevelopers Private 11,939,950 46.76 Limited 2. P5i oneer Procon Private Limited 7,373,870 28.88 3. A2 ztech India Private Limited 2,841,860 11.13 4. P4r iti Aggarwal 1,145,090 4.48 5. V6 anaja Sundar Iyer 813,172 3.18 6. A1 nil Kumar Agarwal 767,640 3.01 Total 24,881,582 97.45 * As per the beneficiary position statement dated March 27, 2026. (b) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of 10 days prior to the date of this Draft Red Herring Prospectus: Sr. no. Name of Shareholder Number of Equity Shares of face value Percentage of pre-Offer Equity ₹ 10 each Share capital (%) 1. Pioneer Facor IT Infradevelopers Private 11,939,950 46.76 Limited 2. Pioneer Procon Private Limited 7,373,870 28.88 3. Aztech India Private Limited 2,841,860 11.13 4. Priti Aggarwal 1,145,090 4.48 5. Vanaja Sundar Iyer 813,172 3.18 6. Anil Kumar Agarwal 767,640 3.01 Total 24,881,582 97.45 (c) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of one year prior to the date of this Draft Red Herring Prospectus: Sr. no. Name of Shareholder Number of equity shares of face value Percentage of pre-Offer equity of ₹10 each share capital (%) 1. Pioneer Facor IT Infradevelopers Private 12,253,021 47.99 Limited 2. Pioneer Procon Private Limited 7,373,870 28.88 3. Aztech India Private Limited 2,992,297 11.72 4. Priti Aggarwal 1,145,090 4.48 5. Vanaja Sundar Iyer 813,172 3.18 6. 1A nil Kumar Agarwal 767,640 3.01 Total 25,345,090 99.26 (d) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of two years prior to the date of this Draft Red Herring Prospectus: 95Sr. no. Name of Shareholder Number of equity shares of face value Percentage of pre-Offer equity of ₹10 each share capital (%) 1. Pioneer Facor IT Infradevelopers Private 12,578,290 49.26 Limited 2. Pioneer Procon Private Limited 7,373,870 28.88 3. Aztech India Private Limited 3,480,200 13.63 4. Priti Aggarwal 1,145,090 4.48 5. Anil Kumar Agarwal 733,640 2.87 Total 25,311,090 99.13 14. Details of pre-IPO placement Our Company, in consultation with the BRLMs, may consider further issue of Equity Shares, through a preferential issue or any other method as may be permitted under the applicable law to any person(s) for an amount aggregating up to ₹ 500.00 million (“Pre-IPO Placement”), prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre- IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety) and as may be required under applicable law. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. 15. Employee Stock Option Plan Pursuant to the resolution passed by our Board on October 24, 2025 and the special resolution passed by our Shareholders on October 30, 2025, our Company has adopted the Pioneer Fil-Med Employee Stock Option Plan 2025 (“ESOP 2025” or the “Scheme”). The ESOP 2025 is administered by the Nomination and Remuneration Committee. The total number of options that may be granted under ESOP 2025 will be up to 255,336 options to eligible employees, with each option being exercisable into one Equity Share of the Company. No options have been granted under ESOP 2025, as on the date of this Draft Red Herring Prospectus, as certified by D A R P N and Company, Chartered Accountants through a certificate dated March 29, 2026. ESOP 2025 is in compliance with the SEBI SBEB Regulations and have been certified by the Practising Company Secretary, pursuant to its certificate dated March 29, 2026. Further, any future allotment to be made under the ESOP 2025 will be to employees only and the grant of options will be in compliance with Companies Act and the SEBI SBEB Regulations. 16. There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors, Directors of our Corporate Promoters 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. 17. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangement for purchase of the Equity Shares. 18. None of the shareholders of our Company are directly or indirectly related to the BRLMs and their respective associates (as defined in the SEBI Merchant Bankers Regulations). 19. 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. 20. All the Equity Shares of our Company held by our Promoters members of the Promoter Group, Directors, Key Managerial Personnel, members of Senior Management, employees, QIBs, and entities regulated by the financial sector regulators (as defined under the SEBI ICDR Regulations), to the extent applicable, are in dematerialized form. 21. None of the BRLMs, their respective associates (as defined under the SEBI (Merchant Bankers) Regulations, 1992), directors, key managerial personnel, compliance officer, employees as defined in Regulation 6(b) of SEBI (Merchant Bankers) Regulations, 1992, or relatives of the said person(s), hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus. 9622. There are no outstanding warrants or convertible securities, options or rights to convert debentures, loans or other instruments into, or which would entitle any person any option to receive Equity Shares, as on the date of this Draft Red Herring Prospectus. 23. No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer. 24. Other than the Selling Shareholders who will participate in the Offer and receive proceeds to the extent of their participation as a selling shareholder in the Offer for Sale, none of the Promoters or members of our Promoter Group will participate in the Offer nor receive any proceeds from the Offer. 25. Except for the allotment of specified securities pursuant to the Fresh Issue, ESOP 2025 and Pre-IPO Placement, 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. Except for the Equity Shares to be allotted pursuant to the Fresh Issue and ESOP 2025, there is no proposal or intention, negotiations or consideration by our Company to alter its capital structure by way of split or consolidation of the denomination of the Equity Shares or by way of further issue of Equity Shares or convertible securities on a preferential basis or by way of issue of bonus Equity Shares or on a rights basis or by way of further public offer of such securities, within a period of six months from the Bid/Offer Opening Date. 27. Neither the (i) BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of the BRLMs or FPIs other than individuals, corporate bodies and family offices which are associates of the BRLMs or pension funds sponsored by entities which are associates of the BRLMs); nor (ii) any person related to the Promoter or Promoter Group shall apply in the Offer under the Anchor Investor Portion. Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the BRLMs. 28. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted by law. 29. Our Company will comply with such disclosure and accounting norms as may be specified by SEBI from time to time. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of filing of this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the Stock Exchanges within 24 hours of such transactions. 97SECTION IV - PARTICULARS OF THE OFFER OBJECTS 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 [●] Equity Shares of face value of ₹10 each aggregating up to ₹ 2,500.00 million by the Selling Shareholders. For details, see “The Offer” on page 61. Offer for Sale Each of the Selling Shareholders shall be entitled to its portion of the proceeds of the Offer for Sale, after deducting its portion of the Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer for Sale, and accordingly, the proceeds from the Offer for Sale will not form a part of the Net Proceeds. Fresh Issue The details of the proceeds from the Fresh Issue are provided in the following table: Particulars Estimated amount (₹ in million) Gross proceeds from the Fresh Issue*^ 2,500.00 (Less) Offer related expenses to be borne by our Company#^ [●] Net Proceeds from the Fresh Issue#^ [●] *Subject to full subscription of the Fresh Issue component. #To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. ^ Our Company, in consultation with the Book Running Lead Managers, may consider a Pre-IPO Placement, as may be permitted under applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the Book Running Lead Managers. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Requirements of funds and utilization of Net Proceeds The Net Proceeds of the Fresh Issue are proposed to be utilised in the following manner: 1. Part financing the cost of establishing a gear box manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India (“Gear Box Facility”); 2. Part financing the cost of establishing a wind generator components manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India (“Wind Generator Components Manufacturing Facility”); and 3. General corporate purposes. (collectively, referred to herein as “Objects”) In addition to the aforementioned Objects, our Company will receive the benefits of listing of its Equity Shares on the Stock Exchanges including enhancement of our Company’s brand name and creating a public market for our Equity Shares in India. The main objects and the objects incidental and ancillary to the main objects of our MoA enables our Company (i) to undertake our existing business activities; (ii) to undertake activities for which funds are being raised by us through the Fresh Issue; and the activities for which funds are earmarked towards general corporate purposes. Utilization of Net Proceeds The Net Proceeds are proposed to be utilised in the following manner: Sr. Particulars Estimated Amount*^ No. (₹ in million) 1. Part financing the cost of establishing a gear box manufacturing facility at Salarpur, Bhiwadi, 1,022.67 Rajasthan, India 2. Part financing the cost of establishing a wind generator components manufacturing facility at 795.04 Salarpur, Bhiwadi, Rajasthan, India 3. General corporate purposes [●] Total* [●] *To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC 98^ This includes the proceeds, if any, received pursuant to the Pre-IPO Placement. The amount raised pursuant to the Pre-IPO Placement, if undertaken, will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR, as amended and shall be included in the Red Herring Prospectus and the Prospectus. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Proposed schedule of implementation, and deployment of Net Proceeds The Net Proceeds are proposed to be used in accordance with the details provided in the following table: (₹ in million) Particulars Total Amount deployed Balance Balance Amount to be Estimated deployment of estimated as of January 31, Amount to be funded Net Proceeds in cost (A)(1) 2026 (B) (6)(7) incurred Identified Net Fiscal Fiscal Fiscal (C=A-B) internal Proceeds (3) 2027 2028 2029 accruals Part financing the cost of 1,144.10(4) 41.25 1,102.85 80.18 1,022.67 10.97 979.09 32.61 establishing a gear box manufacturing facility at Salarpur, Bhiwadi Rajasthan, India Part financing the cost of 916.47(5) 41.25 875.22 80.18 795.04 8.14 760.51 26.39 establishing a wind generator components manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India General corporate [●] - [●] - [●] [●] [●] [●] purposes (2) Total (2)(3) [●] 82.50 [●] 160.36 [●] [●] [●] [●] (1) Estimated cost is exclusive of GST and customs duty, as applicable. (2) To be finalised upon determination of Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds. (3) Our Company, in consultation with the Book Running Lead Managers, may consider a Pre-IPO Placement, as may be permitted under applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the Book Running Lead Managers. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre- IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. (4) Total estimated cost as per cost assessment report dated March 29, 2026 from Karan Dhall, Independent Chartered Engineer. (5) Total estimated cost as per cost assessment report dated March 29, 2026 from Karan Dhall, Independent Chartered Engineer. (6) In respect of the amount deployed by our Company towards the allotment of land for the Gear Box Facility and the Wind Generator Components Manufacturing Facility, from internal accruals of our Company, a certificate dated March 29, 2026 has been issued by D A R P N and Company, Chartered Accountants, certifying the details of the sources of funds and deployment of those funds on the Gear Box Facility and the Wind Generator Components Manufacturing Facility. (7) Excluding the interest paid along with the first instalment paid for acquisition of the project land as per the lease agreement dated July 15, 2025. For further details, see “-Break-up of the estimated cost – Land” on page 102. The funding requirements and deployment of the Net Proceeds as described herein are based on of various factors, such as (i) cost assessment reports, each dated March 29, 2026, from Karan Dhall, Independent Chartered Engineer, (ii) our current business plan, management estimates, current circumstances of our business, (iii) valid quotations and allotment letter received from third parties, and (iv) 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 Factors- Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of operations” on page 36. We may have to revise our funding requirements and deployment of the Net Proceeds from time to time on account of various factors, such as financial and market conditions, business and strategy, competitive environment, interest or exchange rate fluctuations, increase in input costs of construction materials and labour costs, logistics and transport costs, incremental preoperative expenses, taxes and duties, engineering procurement and construction costs, working capital margin, regulatory costs, environmental factors, fluctuations in prices quoted by our vendors and other external factors, which may not be within the control of our management. Subject to applicable law, in case of a shortfall in raising requisite capital from the Net Proceeds or an increase in the total estimated cost of the Objects, business considerations may require us to explore a range of options including utilising our internal accruals and seeking additional debt from existing and future lenders. We believe that such alternate arrangements would be available to fund any such shortfalls. Further, in case of variations in the actual utilisation of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, 99available in respect of the other purposes for which funds are being raised in the Fresh Issue, in accordance with the applicable laws. In the event that the estimated utilisation of the Net Proceeds in a scheduled Financial Year is not completely met, due to the reasons stated above, the same shall be utilised in the next Fiscal Year and vice-versa, as may be determined by our Company in accordance with applicable laws. If the actual utilisation towards any of the Objects is lower than the proposed deployment, such balance will be used towards general corporate purposes, to the extent that the total amount to be utilised towards general corporate purposes will not exceed 25% of the Gross Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations. Means of finance Part financing the cost of establishing a gear box manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India In relation to the Gear Box Facility, the total estimated cost of ₹ 1,144.10 million is proposed to be funded as set forth below. Particulars Amount (in ₹ million) Total estimated cost for the Gear Box Facility 1,144.10 Less: Amount deployed as of January 31, 2026 41.25* Balance amount to be incurred 1,102.85 Amount to be funded: From the Net Proceeds (A) 1,022.67 From existing identifiable internal accruals (B) 80.18# Total (C=A+B) 1,102.85 Note: In respect of the amount deployed by our Company towards the Gear Box Facility, a certificate dated March 29, 2026, has been issued by D A R P N and Company, Chartered Accountants. Further, such funds deployed by our Company have been sourced from its internal accruals. * Excluding the interest paid along with the first instalment paid for acquisition of the project land as per the lease agreement dated July 15, 2025. For further details, see “-Break-up of the estimated cost – Land” on page 102. #Excluding interest at 8.50% per annum. Our Company confirms that there is no additional requirement to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue and existing identifiable internal accruals as required under the SEBI ICDR Regulations. Part financing the cost of establishing a wind generator components manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India In relation to the Wind Generator Components Manufacturing Facility, the total estimated cost of ₹ 916.47 million is proposed to be funded as set forth below. Particulars Amount (in ₹ million) Total estimated cost for the Wind Generator Components 916.47 Manufacturing Facility Less: Amount deployed as of January 31, 2026 41.25* Balance amount to be incurred 875.22 Amount to be funded: From the Net Proceeds (A) 795.04 From existing identifiable internal accruals (B) 80.18# Total (C=A+B) 875.22 Note: In respect of the amount deployed by our Company towards the Wind Generator Components Manufacturing Facility, a certificate dated March 29, 2026, has been issued by D A R P N and Company, Chartered Accountants. Further, such funds deployed by our Company have been sourced from its internal accruals. * Excluding the interest paid along with the first instalment paid for acquisition of the project land as per the lease agreement dated July 15, 2025. For further details, see “-Break-up of the estimated cost – Land” on page 102. #Excluding interest at 8.50% per annum. Our Company confirms that there is no additional requirement to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue and existing identifiable internal accruals as required under the SEBI ICDR Regulations. Details of objects of the Offer to be funded from Fresh Issue proceeds 1. Part financing the cost of establishing a gear box manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India We propose to set up a Gear Box Facility at Salarpur, Bhiwadi, Rajasthan, India, encompassing production capacity designed to meet anticipated market demand. Our Board adopted a resolution dated March 29, 2026 approving the 100proposed utilization of funds, including part financing the establishment costs of a Gear Box Facility from Fresh Issue proceeds. The Indian wind turbine components market expanded from ₹ 42.1 billion in Fiscal 2020 to ₹ 87.6 billion, registering a CAGR of 15.8%. Growth was supported by rising renewable energy investments, favourable policies such as the national wind-solar hybrid policy, and steady project execution in both onshore and emerging offshore wind segments. Between Fiscal 2025 and Fiscal 2030, the market is projected to reach ₹ 198.6 billion, growing at a CAGR of 17.8%. This growth will be driven by new offshore installations, technological advancements in turbine design, and strong policy support for decarbonisation and energy security. By component, gearbox dominated the market at ₹ 43.2 billion in Fiscal 2025, followed by converter (₹ 27.1 billion) and generator (₹ 17.3 billion). This trend is expected to continue through Fiscal 2030, with gearbox valued at ₹ 93.7 billion, converter at ₹ 62.8 billion, and generator at ₹ 42.2 billion. (Source: 1Lattice Report) Our strategy is to sell components for wind energy sector as a core growth vertical alongside our railways business. Having commenced the production and supply of wind generators in Fiscal 2023, we intend to rapidly scale up operations and deepen our presence across the wind energy value chain. In line with the ALMM-wind framework of the Ministry of New and Renewable Energy, we propose to expand our product portfolio beyond wind generators to include critical components and systems such as gearboxes, wind power converters, and other high-value sub-assemblies, thereby increasing value addition and improving overall revenue. For further details in relation to our strategies, please see “Our Business – Strategies – Expansion of our wind energy equipment business” on page 219. The Gear Box Facility will leverage precision components and advanced manufacturing techniques to produce various types of gear box for wind turbines. As per the cost assessment report dated March 29, 2026, issued by Karan Dhall, Independent Chartered Engineer (“Gear Box Report”), the proposed location offers strategic advantages, including proximity to raw material suppliers and ancillary industries, availability of sufficient industrial land, and connectivity to major transportation routes. Schedule of implementation The expected schedule of implementation of the Gear Box Facility is set forth below: Particulars Expected date of acquisition / Expected date of completion commencement Land acquisition June 20, 2025* - Civil construction and infrastructure January 1, 2027 November 30, 2027 Machinery procurement and installation February 1, 2027 December 31, 2027 Equipment commissioning and testing December 31, 2027 February 29, 2028 Trial production and certifications February 29, 2028 April 30, 2028 Commercial production April 30, 2028 - Note: The schedule of implementation for Gear Box Facility is based on the Gear Box Report. * Our Company has acquired the land on a leasehold basis for a term of 99 years from June 20, 2025, for an amount aggregating to ₹303.57 million. Further, out of the aforesaid aggregate amount, our Company has paid an upfront amount of ₹83.08 million, inclusive of stamp duty and other statutory charges towards lease of the land parcels. The remaining principal amount of ₹220.49 million is to be paid in 11 quarterly instalments by June 30, 2028, along with interest at 8.50% per annum on the outstanding balance, aggregating to ₹247.73 million, for the land acquired admeasuring 22,390 sq. m. Out of 11 quarterly instalments, one instalment of principal amounting to ₹20.04 million along with interest of ₹ 3.85 million has already been paid. The aforesaid land aggregates to 22,390 sq. m.; however, our Company proposes to establish the Gear Box Facility on 40.00% of the total project land, i.e., 8,956 sq. m. Accordingly, only 40.00% of the aforesaid amount of ₹303.57 million, i.e., ₹121.43 million, is attributable to the Gear Box Facility. Total estimated cost of the Gear Box Facility In relation to the Gear Box Facility, the total estimated cost of ₹ 1,144.10 million is proposed to be funded as set forth below. Particulars Amount (in ₹ million) Total estimated cost for the Gear Box Facility 1,144.10 Less: Amount deployed as of January 31, 2026 41.25* Balance amount to be incurred 1,102.85 Amount to be funded: From the Net Proceeds (A) 1,022.67 From existing identifiable internal accruals (B) 80.18# Total (C=A+B) 1,102.85 Note: In respect of the amount deployed by our Company towards the Gear Box Facility, a certificate dated March 29, 2026, has been issued by D A R P N and Company, Chartered Accountants. Further, such funds deployed by our Company have been sourced from its internal accruals. * Excluding the interest paid along with the first instalment paid for acquisition of the project land as per the lease agreement dated July 15, 2025. For further details, see “-Break-up of the estimated cost – Land” on page 102. #Excluding interest at 8.50% per annum. 101The total estimated cost of the Gear Box Facility, is set forth below: (₹ in million) S Particulars Total Amount deployed as Balance amount to Balance amount to be funded No estimated of January 31, be incurred Identified Net Proceeds(3) cost (1) 2026(2) internal accruals 1. Land* 121.43(4) 41.25(5) 80.18(4) 80.18(4) - 2. Building, and civil 45.74 - 45.74 - 45.74 works 3. Plant and machinery 868.23 - 868.23 - 868.23 4. Utilities 15.73 - 15.73 - 15.73 5. Contingency 92.97 - 92.97 - 92.97 Total 1,144.10 41.25(4) 1,102.85 80.18 1,022.67 * Our Company has acquired the land on a leasehold basis for a term of 99 years from June 20, 2025, for an amount aggregating to ₹303.57 million. Further, out of the aforesaid aggregate amount, our Company has paid an upfront amount of ₹83.08 million, inclusive of stamp duty and other statutory charges towards lease of the land parcels. The remaining principal amount of ₹220.49 million is to be paid in 11 quarterly instalments by June 30, 2028, along with interest at 8.50% per annum on the outstanding balance, aggregating to ₹247.73 million, for the land acquired admeasuring 22,390 sq. m. Out of 11 quarterly instalments, one instalment of principal amounting to ₹20.04 million along with interest of ₹ 3.85 million has already been paid. The aforesaid land aggregates to 22,390 sq. m.; however, our Company proposes to establish the Gear Box Facility on 40.00% of the total project land, i.e., 8,956 sq. m. Accordingly, only 40.00% of the aforesaid amount of ₹303.57 million, i.e., ₹121.43 million, is attributable to the Gear Box Facility. For further details, see “-Break-up of the estimated cost – Land” on page 102. (1) Total estimated cost as per the Gear Box Report. (2) In respect of the amount deployed by our Company towards the allotment of land for Gear Box Facility and Wind Generator Components Manufacturing Facility, from internal accruals of our Company, a certificate dated March 29, 2026, has been issued by D A R P N and Company, Chartered Accountants. Further, such funds deployed by our Company have been sourced from its internal accruals. (3) The amount to be utilized from the Net Proceeds within the above mentioned particulars is indicative. Any increase or decrease in expenditure for a particular purpose from the planned expenditure is at the discretion of our management. (4) Excluding interest at 8.50% per annum. (5) Excluding the interest paid along with the first instalment paid for acquisition of the project land as per the lease agreement dated July 15, 2025. For further details, see “-Break-up of the estimated cost – Land” on page 102. Break-up of the estimated cost: The total estimated cost for Gear Box Facility includes the following: Land: The land on which our Company proposes to establish its Gear Box Facility is located at Plot No. SP3-141, RIICO Industrial Area Salarpur, Tehsil Tapukara, District Khairthal-Tijara, Rajasthan, aggregating to 22,390 sq. m. (“Project Land”). The Project Land has been taken on a leasehold basis for a term of 99 years from June 20, 2025, from the Rajasthan State Industrial Development & Investment Corporation Limited (“RIICO”), a Government of Rajasthan Undertaking for an amount aggregating to ₹303.57 million. Further, out of the aforesaid aggregate amount, our Company has paid an upfront amount of ₹83.08 million, inclusive of stamp duty and other statutory charges. The remaining principal amount of ₹220.49 million is to be paid in 11 quarterly instalments by June 30, 2028, along with interest at 8.50% per annum on the outstanding balance, aggregating to ₹247.73 million, for the Project Land. Out of 11 quarterly instalments, one instalment of principal amounting to ₹20.04 million along with interest of ₹ 3.85 million has already been paid. The leasehold rights are governed by a lease agreement dated July 15, 2025, executed between Rajasthan State Industrial Development and Investment Corporation Limited, Jaipur RIICO and our Company which was executed pursuant to an allotment letter dated June 20, 2025 issued by RIICO on June 20, 2025. Our Company proposes to establish the Gear Box Facility on 40.00% of the total Project Land, i.e., 8,956 sq. m. Accordingly, only 40.00% of the aforesaid amount of ₹303.57 million, i.e., ₹121.43 million, is attributable to the Gear Box Facility. Building, and Civil Works: The building and civil construction for the proposed Gear Box Facility will commence with site development, geotechnical investigations, and substructure works, including specialized foundations for heavy machinery. The primary superstructure will be a modern, steel-framed production hall featuring high-strength industrial flooring and provisions for overhead cranes, supplemented by a reinforced cement concrete administrative block and ancillary utility buildings. The Gear Box Facility scope includes the development of all internal infrastructure such as drainage and parking, along with the complete installation of essential mechanical, electrical and plumbing services and a comprehensive fire safety system. Further, utilities for the Gear Box Facility primarily include power substation and compressor room. Our Company proposes to utilise a portion of the Net Proceeds towards establishing the utilities. The total estimated cost for buildings and civil works for the proposed Gear Box Facility is ₹ 45.74 million. Further, quotation received, in this respect are set forth below, which has been included in the Gear Box Report. 102Sr. Particulars Total Estimated Cost Name of the Date of the Validity of quotation / No. (₹ in million)(1) Vendor quotation Period of validity 1. Production hall construction for 30.14(2) Sun Builders December 4, December 31, 2026 assembly and testing operations 2025 2. Component storage for incoming 4.20(2) component warehousing 3. Finished good storage for completed 2.10(2) gearbox storage 4. Quality lab for inspection and testing 0.46(2) 5. Administrative block for offices and 0.78(2) amenities 6. Utilities and services for power 2.33(2) substation and compressor room 7. Fire fighting system(4) 5.74(3) Global Fire December 31, December 31, 2026 Protection 2025 Total 45.74 (1) Total estimated cost for the Gear Box Facility is as per the Gear Box Report. (2) Excluding any type of tax, excise duty or cess. (3) Excluding GST. (4) Fire fighting system will comprise fire pump room, fire hydrant system, fire sprinkler system, and fire alarm system and PA system. Plant and Machinery: The total estimated cost for the procurement and installation of plant and machinery for an assembly and testing capacity of 900 gear boxes per year at the Gear Box Facility is ₹868.23 million, as set out in the Gear Box Report. Our Company proposes to utilise an amount of ₹ 868.23 million from the Net Proceeds towards this procurement and installation. The plant and machinery for the Gear Box Facility primarily include cranes, nitrogen tank, heating furnace, hearter and etc. An indicative list of such plant and machinery that is intended to be purchased, from the quotation received from Dalian Huarui Special Transmission Equipment Co., Ltd., dated December 25, 2025, and is valid till December 31, 2026, in this respect are set forth below, which has been included in the Gear Box Report. Sr. Name Model/Specifications Quantity Total No. Estimated Cost (₹ in million)(1)(2)(3) 1. Test bench 7MW(4) 1 328.27 2. Work station crane 10T 12 89.07 3. Over-head crane 32/20T 4 31.81 4. 50/10T 2 32.52 5. 75/20T 1 22.26 6. 100/50T 1 32.52 7. Nitrogen tank 3000mm×1500mm×1500mm 4 20.35 8. Heating furnace 5000×2500×2000 2 11.88 9. Hydraulic pump station (SEPR3320-4X001) =1, (HSH302)=6, and (HC7250C)=6 2 5.87 10. Hearter 360=1 3 4.23 11. Pallet truck 75T 1 2.97 12. Flushing station - 1 22.26 13. Paint booth - 2 97.55 14. Assembly tools - - 92.46 15. Others Lifting tools etc. - 74.23 Total - 868.23 (1) Total estimated cost for the Gear Box Facility is as per the Gear Box Report. (2) For all imported machinery, we have considered an exchange rate of ₹ 12.7943 = CNY 1, applicable as on December 31, 2025, as per the xe.com currency chart. (3) Excluding GST/VAT and customs duty, as applicable. (4) Our Company may procure test bench with upgraded specifications. We have not yet placed orders for any of the plant and machinery for the proposed Gear Box Facility, which we propose to finance from the Net Proceeds. There can be no assurance that we will be able to procure the necessary equipment at the estimated costs. If we engage vendors other than those from whom we have obtained quotations, or if the current quotations expire, the actual costs may differ from the estimates due to prevalent market conditions. The quotations mentioned are valid as of the current date. In the event of an increase in estimated costs that exceeds our allocated contingency, such additional costs shall be funded through our internal accruals and/or additional debt from existing or future lenders. For, further details, see “Risk Factors – We are yet to place orders for equipment and civil works for establishing a gear box manufacturing facility and a wind generator components manufacturing facility at Salarpur, Bhiwadi, Rajasthan proposed to be part funded through this Offer. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment or services in a timely manner, or at all, it 103may result in time and cost over-runs and our business, prospects and results of operations may be adversely affected” on page 36. Utilities: The total estimated cost for utilities for the Gear Box Facility is ₹ 15.73 million, as per the Gear Box Report. Our Company proposes to utilise ₹ 15.73 million of the Net Proceeds towards establishing these utilities. For the Gear Box Facility, these utilities primarily include a sub-station, L.T. panels, L.T. cables, luminaires, fixtures, and supply of HT, LT panels and servo stabilizer. An indicative list of such utilities that is intended to be purchased, from the quotation received from L.S. Power Control Private Limited, dated February 12, 2026, and is valid till December 31, 2026, in this respect are set forth below, which has been included in the Gear Box Report. Sr. No. Description Total Estimated Cost (₹ in million)(1)(2) 1. Sub-station 0.33 2. L.T. panels (installation) 0.20 3. L.T. cables 2.19 4. (Part I) Admin ground floor, admin first floor, L.T. panel room, plant toilets and 0.72 utility buildings etc. 4. (Part II) Plant production area 0.46 5. Conduits and wiring for data/ tele/ TV system 0.60 6. Luminaires and fixtures 0.99 7. Public address system 0.15 8. Addressable fire alarm system 0.31 9. Earthing and miscellaneous items 2.37 10. Outdoor lighting 0.91 11. Lightning protection system 0.12 12. UPS system (supply) 0.29 13. 1250 KVA servo stabilizer (supply) 1.60 14. H.T. panels (supply) 1.08 15. L.T. panels (supply) 3.42 Total 15.73 (1) Total estimated cost for the Gear Box Facility is as per the Gear Box Report. (2) Excluding GST. Contingency: Contingency cost consists of any incremental cost that could be incurred when placing the final order for plant and machinery to various suppliers, increase in the cost of the equipment due to price inflation, fluctuation in currency exchange rate, change in logistics and any other such unavoidable expense. The total estimated contingency costs, as certified by Karan Dhall, Independent Chartered Engineer in the Gear Box Report, in relation to the gearbox manufacturing facility is ₹ 92.97 million. Government approvals In relation to the Gear Box Facility, we are required to obtain approvals from certain governmental or local authorities, the status of which is provided below and certified by Karan Dhall, Independent Chartered Engineer in the Gear Box Report. Pre-Establishment Approvals Sr. No. Authority Nature of Approval Status 1. Central Ground Water Authority No objection certificate (NOC) for ground Valid from October 29, 2025 up to water abstraction October 28, 2027 2. Factories and Boilers Inspection Approval of factory building drawings Obtained on November 10, 2025 Department 3. Government of India Goods and Service Tax registration certificate Obtained on July 17, 2025 4. Municipal Council, Tijara Fire no objection certificate Valid from October 1, 2025 up to September 30, 2030 5. Rajasthan State Industrial Approval of building plan for industrial Obtained on October 1, 2025 Development and Investment purposes Corporation Limited 6. Jaipur Vidyut Vitaran Nigam Permanent power connection Obtained on February 4, 2026 Limited 7. Rajasthan State Pollution Consent to establish* Valid from October 13, 2025 up to Control Board September 30, 2030 *While we have obtained consent to establish dated March 12, 2026, which is valid from October 13, 2025 to September 30, 2030, our Company has also filed an application dated March 25, 2026, with the Regional Officer, Rajasthan State Pollution Control Board, seeking inclusion of 104additional products within our manufacturing activities, namely wind turbine gear boxes and wind generator components, which are proposed to be manufactured at the Gear Box Facility and the Wind Component Manufacturing Facility. Pre-Operation Approvals Sr. No. Nature of Approval Status 1. Factory License To be obtained after completion of the establishment 2. Consent to Operate To be obtained before commencement of operations Post-Operation Approval Sr. No. Nature of Approval Status 1. ISO 9001:2015 (Quality Management System) To be obtained after commencement of operations We will file necessary applications for the Gear Box Facility with the relevant authorities for obtaining such approvals as applicable, for the post construction stages. In the event of any unanticipated delay in receipt of such approvals, the proposed schedule implementation and deployment of the Net Proceeds may be extended or may vary accordingly. 2. Part financing the cost of establishing a wind generator components manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India We propose to set up a Wind Generator Components Manufacturing Facility at Salarpur, Bhiwadi, Rajasthan, India, encompassing production capacity designed to meet anticipated market demand. Our Board adopted a resolution dated March 29, 2026 approving the proposed utilization of funds, including part financing the establishment costs of a Wind Generator Components Manufacturing Facility from Fresh Issue proceeds. The wind generator sector in India operates within a policy-driven and regulated framework shaped by central and state-level renewable energy initiatives aimed at increasing the share of non-fossil fuel sources in the country’s energy mix. The regulatory environment includes tariff mechanisms, grid connectivity norms, renewable purchase obligations, and other policy measures that support capacity addition. The sector also benefits from favourable policy support, established wind corridors across multiple states, improving grid infrastructure, and the increasing adoption of clean energy solutions by utilities as well as commercial and industrial consumers. (Source: 1Lattice Report) The Indian wind turbine components market expanded from ₹ 42.1 billion in Fiscal 2020 to ₹ 87.6 billion, registering a CAGR of 15.8%. Growth was supported by rising renewable energy investments, favourable policies such as the national wind-solar hybrid policy, and steady project execution in both onshore and emerging offshore wind segments. Between Fiscal 2025 and Fiscal 2030, the market is projected to reach ₹ 198.6 billion, growing at a CAGR of 17.8%. This growth will be driven by new offshore installations, technological advancements in turbine design, and strong policy support for decarbonisation and energy security. By component, gearbox dominated the market at ₹ 43.2 billion in Fiscal 2025, followed by converter (₹ 27.1 billion) and generator (₹ 17.3 billion). This trend is expected to continue through Fiscal 2030, with gearbox valued at ₹ 93.7 billion, converter at ₹ 62.8 billion, and generator at ₹ 42.2 billion. (Source: 1Lattice Report) Our strategy is to sell components for wind energy sector as a core growth vertical alongside our railways business. Having commenced the production and supply of wind generators in Fiscal 2023, we intend to rapidly scale up operations and deepen our presence across the wind energy value chain. In line with the ALMM-wind framework of the Ministry of New and Renewable Energy, we propose to expand our product portfolio beyond wind generators to include critical components and systems such as gearboxes, wind power converters, and other high-value sub-assemblies, thereby increasing value addition and improving overall revenue. For further details in relation to our strategies, please see “Our Business – Strategies – Expansion of our wind energy equipment business” on page 219. The Wind Generator Components Manufacturing Facility will leverage precision components and advanced manufacturing techniques to produce rotors, stators and other sub-components for wind generators which will be sold to our Material Subsidiary and third parties. As per the cost assessment report dated March 29, 2026, issued by Karan Dhall, Independent Chartered Engineer (“Wind Generator Components Manufacturing Report”), the proposed location offers strategic advantages, including proximity to raw material suppliers and ancillary industries, availability of sufficient industrial land, and connectivity to major transportation routes. Schedule of implementation The expected schedule of implementation of the Wind Generator Components Manufacturing Facility is set forth below: Particulars Expected date of acquisition / Expected date of completion commencement Land acquisition June 20, 2025* - Civil construction and infrastructure January 1, 2027 November 30, 2027 Machinery procurement and installation February 1, 2027 December 31, 2027 Equipment commissioning and testing December 31, 2027 February 29, 2028 Trial production and certifications February 29, 2028 April 30, 2028 105Commercial production April 30, 2028 - Note: The schedule of implementation for Wind Generator Components Manufacturing Facility is based on the Wind Generator Components Manufacturing Report. * Our Company has acquired the Project Land on a leasehold basis for a term of 99 years from June 20, 2025, for an amount aggregating to ₹303.57 million. Further, out of the aforesaid aggregate amount, our Company has paid an upfront amount of ₹83.08 million, inclusive of stamp duty and other statutory charges towards lease of the Project Land. The remaining principal amount of ₹220.49 million is to be paid in 11 quarterly instalments by June 30, 2028, along with interest at 8.50% per annum on the outstanding balance, aggregating to ₹247.73 million, for the Project Land. Out of 11 quarterly instalments, one instalment of principal amounting to ₹20.04 million along with interest of ₹ 3.85 million has already been paid. Our Company proposes to establish the Wind Generator Components Manufacturing Facility on 40.00% of the total Project Land, i.e., 8,956 sq. m. Accordingly, only 40.00% of the aforesaid amount of ₹303.57 million, i.e., ₹121.43 million, is attributable to the Wind Generator Components Manufacturing Facility. Total estimated cost of the Wind Generator Components Manufacturing Facility In relation to the Wind Generator Components Manufacturing Facility, the total estimated cost of ₹ 916.47 million is proposed to be funded as set forth below. Particulars Amount (in ₹ million) Total estimated cost for the Wind Generator 916.47 Components Manufacturing Facility Less: Amount deployed as of January 31, 2026 41.25* Balance amount to be incurred 875.22 Amount to be funded: From the Net Proceeds (A) 795.04 From existing identifiable internal accruals (B) 80.18# Total (C=A+B) 875.22 Note: In respect of the amount deployed by our Company towards the Wind Generator Components Manufacturing Facility, a certificate dated March 29, 2026, has been issued by D A R P N and Company, Chartered Accountants. Further, such funds deployed by our Company have been sourced from its internal accruals. * Excluding the interest paid along with the first instalment paid for acquisition of the project land as per the lease agreement dated July 15, 2025. For further details, see “-Break-up of the estimated cost – Land” on page 102. #Excluding interest at 8.50% per annum. The total estimated cost of the Wind Generator Components Manufacturing Facility, is set forth below: (₹ in million) S Particulars Total estimated Amount deployed Balance amount to Balance amount to be No cost (1) as of January 31, be incurred funded 2026(2) Identified Net internal Proceeds accruals (3) 1. Land* 121.43(4) 41.25(5) 80.18(4) 80.18(4) - 2. Building and civil works 26.79 - 26.79 - 26.79 3. Plant and machinery 680.28 - 680.28 - 680.28 4. Utilities 15.69 - 15.69 - 15.69 5. Contingency 72.28 - 72.28 - 72.28 Total 916.47 41.25(4) 875.22 80.18 795.04 * Our Company has acquired the Project Land on a leasehold basis for a term of 99 years, from June 20, 2025, for an amount aggregating to ₹303.57 million. Further, out of the aforesaid aggregate amount, our Company has paid an upfront amount of ₹83.08 million, inclusive of stamp duty and other statutory charges towards lease of the Project Land. The remaining principal amount of ₹220.49 million is to be paid in 11 quarterly instalments by June 30, 2028, along with interest at 8.50% per annum on the outstanding balance, aggregating to ₹247.73 million, for the Project Land. Out of 11 quarterly instalments, one instalment of principal amounting to ₹20.04 million along with interest of ₹ 3.85 million has already been paid. Our Company proposes to establish the Wind Generator Components Manufacturing Facility on 40.00% of the total Project Land, i.e., 8,956 sq. m. Accordingly, only 40.00% of the aforesaid amount of ₹303.57 million, i.e., ₹121.43 million, is attributable to the Wind Generator Components Manufacturing Facility. For further details, see “-Break-up of the estimated cost – Land” on page 102. (1) Total estimated cost as per the Wind Generator Components Manufacturing Report. (2) In respect of the amount deployed by our Company towards the allotment of land for Gear Box Facility and Wind Generator Components Manufacturing Facility, from internal accruals of our Company, a certificate dated March 29, 2026, has been issued by D A R P N and Company, Chartered Accountants. Further, such funds deployed by our Company have been sourced from its internal accruals. (3) The amount to be utilized from the Net Proceeds within the above mentioned particulars is indicative. Any increase or decrease in expenditure for a particular purpose from the planned expenditure is at the discretion of our management. (4) Excluding interest at 8.50% per annum. (5) Excluding the interest paid along with the first instalment paid for acquisition of the project land as per the lease agreement dated July 15, 2025. For further details, see “-Break-up of the estimated cost – Land” on page 102. Break-up of the estimated cost: The total estimated cost for Wind Generator Components Manufacturing Facility includes the following: 106Land: We propose to establish the Wind Generator Components Manufacturing Facility on 40.00% of the total Project Land, i.e., 8,956 sq. m. The cost attributable to the aforesaid land is ₹ 121.43 million. For further details in relation to the Project Land, please see “Details of objects of the Offer to be funded from Fresh Issue proceeds - 1. Part financing the cost of establishing a gear box manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India - Break-up of the estimated cost – Land” on page 102 above. Building and Civil Works: The building and civil construction for the proposed Wind Generator Components Manufacturing Facility will commence with site development, geotechnical investigations, and substructure works, including specialized foundations for heavy machinery. The primary superstructure will be a modern, steel-framed production hall featuring high-strength industrial flooring and provisions for overhead cranes, supplemented by a reinforced cement concrete administrative block and ancillary utility buildings. The Wind Generator Components Manufacturing Facility scope includes the development of all internal infrastructure such as drainage and parking, along with the complete installation of essential mechanical, electrical and plumbing services and a comprehensive fire safety system. The total estimated cost for buildings and civil works for the proposed Wind Gear Facility is ₹ 26.79 million. Further, quotation received, in this respect are set forth below, which has been included in the Wind Generator Components Manufacturing Report. Sr. Particulars Total Estimated Cost (₹ in Name of the Date of the Validity of quotation / Period No. million)(1) Vendor quotation of validity 1. Civil work 5.95(2) Sun Builders December 31, December 31, 2026 2. Development works 10.74(2) 2025 3. PEB work 4.30(2) 4. Fire fighting 5.80(3) Global Fire December 31, December 31, 2026 system(4) Protection 2025 Total 26.79 (1) Total estimated cost for the Wind Generator Components Manufacturing Facility is as per the Wind Generator Components Manufacturing Report. (2) Excluding any type of tax, excise duty or cess. (3) Excluding GST. (4) Fire fighting system will comprise fire pump room, fire hydrant system, fire sprinkler system, and fire alarm system and PA system. Plant and Machinery: The total estimated cost for the procurement and installation of plant and machinery for the Wind Generator Components Manufacturing Facility is ₹ 680.28 million, as per the Wind Generator Components Manufacturing Report. Our Company proposes to utilise an amount of ₹ 680.28 million from the Net Proceeds towards this procurement and installation. The plant and machinery for the Wind Generator Components Manufacturing Facility primarily include power press, welding machine, coil spreading, looping and tapping machines, rotary and stationery oven and etc. An indicative list of such plant and machinery that is intended to be purchased, from the quotation received from Chengdu Runwei Railway Equipment Co. Ltd., dated December 30, 2025, and is valid till December 31, 2026, in this respect are set forth below, which has been included in the Wind Generator Components Manufacturing Report. Sr. Particulars Quantity Total Estimated No. Cost (₹ in million)(1)(2)(3) 1. Power press 250T 1 18.03 2. Welding machine with fixture 3 22.36 3. Oven for shrink fit 1 3.43 4. Coil looping machine 2 34.28 5. Coil spreading machine 2 34.28 6. Lead cleaning machine 1 3.43 7. Lead cutting machine 1 5.71 8. Coil taping machine 4 axis 2 41.14 9. Surge testing machine 40K 2 9.14 10. HV testing 15KV/20KV 2 7.45 11. Induction brazing machine 70kW 2 18.28 12. VPI plant 2 74.27 13. Rotary oven 2 22.85 14. Stationary oven 3 27.42 15. Rotor balancing machine 1 6.86 107Sr. Particulars Quantity Total Estimated No. Cost (₹ in million)(1)(2)(3) 16. Lathe machine 1 3.43 17. Vertical turning center 1 17.14 18. No load test bed with all measuring device 1 28.57 19. Grinding booth 1 6.86 20. Paint shop booth 1 6.86 21. Assembly fixture, stacking fixture, winding fixture, VPI fixture and other fixtures 2 79.99 22. Tooling & measuring instruments 2 18.28 23. Crane 8 162.80 24. Compressor 1 4.57 25. DG/PNG generator (power backup) 500KVA 1 4.57 26. Cold storage 1 18.28 Total 47 680.28 (1) Total estimated cost for the Wind Generator Components Manufacturing Facility is as per the Wind Generator Components Manufacturing Report. (2) For all imported machinery, we have considered an exchange rate of ₹ 89.9198 = USD 1, applicable as on December 31, 2025, as per the RBI reference rate archive. (3) Excluding GST and customs duty, as applicable. We have not yet placed orders for any of the plant and machinery for the proposed Wind Generator Components Manufacturing Facility, which we propose to finance from the Net Proceeds. There can be no assurance that we will be able to procure the necessary equipment at the estimated costs. If we engage vendors other than those from whom we have obtained quotations, or if the current quotations expire, the actual costs may differ from the estimates due to prevalent market conditions. The quotations mentioned are valid as of the current date. In the event of an increase in estimated costs that exceeds our allocated contingency, such additional costs shall be funded through our internal accruals and/or additional debt from existing or future lenders. For, further details, see “Risk Factors – Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of operations” on page 36. Utilities: The total estimated cost for utilities for the Wind Generator Components Manufacturing Facility is ₹ 15.69 million, as per the Wind Generator Components Manufacturing Report. Our Company proposes to utilise ₹ 15.69 million of the Net Proceeds towards establishing these utilities. For the Wind Generator Components Manufacturing Facility, these utilities primarily include a sub-station, L.T. panels, L.T. cables, luminaires, fixtures, and supply of HT, LT panels and servo stabilizer. An indicative list of such utilities that is intended to be purchased, from the quotation received from L.S. Power Control Private Limited, dated February 12, 2026, and is valid till December 31, 2026, in this respect are set forth below, which has been included in the Wind Generator Components Manufacturing Report. Sr. No. Particular Total Estimated Cost (₹ in million)(1)(2) 1. Sub-station 0.33 2. L.T. panels (installation) 0.21 3. L.T. cables 2.22 4. (Part Admin ground floor, admin first floor, L.T. panel room, plant I) toilets and utilities buildings etc. 0.72 4. (Part Plant production area II) 0.45 5. Conduits and wiring for data/ tele/ TV system 0.61 6. Luminaires and fixtures 1.00 7. Public address system 0.15 8. Addressable fire alarm system 0.32 9. Earthing and miscellaneous items 2.37 10. Outdoor lighting 0.90 11. Lightning protection system 0.12 12. UPS system (supply) 0.29 13. 1250 KVA servo stabilizer (supply) 1.60 14. H.T. panels (supply) 1.08 15. L.T. panels (supply) 3.35 Total 15.69 (1) Total estimated cost for the Wind Generator Components Manufacturing Facility is as per the Wind Generator Components Manufacturing Report. (2) Excluding GST. 108Contingency: Contingency cost consists of any incremental cost that could be incurred when placing the final order for plant and machinery to various suppliers, increase in the cost of the equipment due to price inflation, fluctuation in currency exchange rate, change in logistics and any other such unavoidable expense. The total estimated contingency costs, as certified by Karan Dhall, Independent Chartered Engineer in the Wind Generator Components Manufacturing Report, in relation to the Wind Generator Components Manufacturing Facility is ₹ 72.28 million. Government approvals In relation to the Wind Generator Components Manufacturing Facility, we are required to obtain approvals from certain governmental or local authorities, the status of which is provided below and certified by Karan Dhall, Independent Chartered Engineer in the Wind Generator Components Manufacturing Report. Pre-Establishment Approvals Sr. No. Authority Nature of Approval Status 1. Central Ground Water Authority No objection certificate (NOC) for ground Valid from October 29, 2025 up to water abstraction October 28, 2027 2. Factories and Boilers Inspection Approval of factory building drawings Obtained on November 10, 2025 Department 3. Government of India Goods and Service Tax registration certificate Obtained on July 17, 2025 4. Municipal Council, Tijara Fire no objection certificate Valid from October 1, 2025 up to September 30, 2030 5. Rajasthan State Industrial Approval of building plan for industrial Obtained on October 1, 2025 Development and Investment purposes Corporation Limited 6. Jaipur Vidyut Vitaran Nigam Permanent power connection Obtained on February 4, 2026 Limited 7. Rajasthan State Pollution Consent to establish* Valid from October 13, 2025 up to Control Board September 30, 2030 *While we have obtained consent to establish dated March 12, 2026, which is valid from October 13, 2025 to September 30, 2030, our Company has also filed an application dated March 25, 2026, with the Regional Officer, Rajasthan State Pollution Control Board, seeking inclusion of additional products within our manufacturing activities, namely wind turbine gear boxes and wind generator components, which are proposed to be manufactured at the Gear Box Facility and the Wind Component Manufacturing Facility. Pre-Operation Approvals Sr. No. Nature of Approval Status 1, Factory License To be obtained after completion of the establishment 2, Consent to Operate To be obtained before commencement of operations Post-Operation Approval Sr. No. Nature of Approval Status 1, ISO 9001:2015 (Quality Management System) To be obtained after commencement of operations We will file necessary applications for the Wind Generator Components Manufacturing Facility with the relevant authorities for obtaining such approvals as applicable, for the post construction stages. In the event of any unanticipated delay in receipt of such approvals, the proposed schedule implementation and deployment of the Net Proceeds may be extended or may vary accordingly. 3. General corporate purposes Our Company intends to deploy any balance left out of the Net Proceeds aggregating to ₹ [●] million towards general corporate purposes, as approved by our management from time to time, subject to such utilisation for general corporate purposes not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations. The allocation or quantum of utilisation of funds towards the specific purposes described below will be determined by our Board, based on our business requirements and other relevant considerations, from time to time. Our management, in accordance with the policies of our Board, shall have the flexibility in utilising surplus amounts, if any. Such general corporate purposes may include, but are not restricted to, the following: (i) strategic initiatives; (ii) strengthening marketing capabilities; 109(iii) meeting fund requirements and other working capital requirements of our Company, in the ordinary course of its business; and (iv) any other purpose, as may be approved by our Board or duly appointed committee, from time to time, subject to compliance with applicable law. In the event our Company is unable to utilise the Net Proceeds towards other Objects for any of the reasons as aforementioned, our Company may at its discretion utilise such Net Proceeds towards general corporate purposes, provided that the aggregate amount deployed towards general corporate purposes shall not exceed 25% of the Gross Proceeds. The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the amount available under this head and the business requirements of our Company, from time to time. Our Company’s management, in accordance with the policies of our Board, shall have flexibility in utilising surplus amounts, if any. In the event that we are unable to utilise the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilise such unutilised amount(s) in the subsequent Fiscals. Interim use of Net Proceeds The Net Proceeds shall be retained in the Public Offer Account until receipt of the listing and trading approvals from the Stock Exchanges by our Company. Pending utilization of the Net Proceeds for the purposes described above, our Company undertakes to deposit the Net Proceeds only in one or more scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended, as may be approved by our Board or a duly constituted committee thereof. 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. Offer Related Expenses The Offer expenses are estimated to be approximately ₹ [●] million. The Offer expenses comprises, among other things, listing fees, underwriting fee, selling commission and brokerage, fees payable to the Book Running Lead Managers, legal counsels, Registrar to the Offer, Banker(s) to the Offer, processing fee to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, fees payable to the Sponsor Banks for Bids made by UPI Bidders using UPI Mechanism, printing and stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. Except for (i) the listing fees, which shall be solely borne by our Company, our Company and each of the Selling Shareholders shall share the costs and expenses, (including all applicable taxes) directly attributable to the Offer (including fees and expenses of the BRLMs, legal counsel and other intermediaries, advertising and marketing expenses, printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation to the Offer), on a pro rata basis, in proportion to the number of Equity Shares issued and Allotted by our Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale, upon listing of the Equity Shares on the Stock Exchange(s) pursuant to the Offer in accordance with Applicable Law. Our Company shall advance the cost and expenses of the Offer, in the first instance, and upon commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, our Company will be reimbursed, severally and not jointly, by each of the Selling Shareholders for their respective proportion of such costs and expenses. Such payments, expenses and taxes, to be borne by each of the Selling Shareholders will be deducted from their respective proceeds from the sale of Offered Shares, directly from the Public Offer Account, in accordance with applicable law, in proportion to their respective Offered Shares. Further, in the event the Offer is withdrawn or the requisite approvals required for the Offer are not received, the Company and each of the Selling Shareholders shall, in accordance with the manner stated above, share the costs and expenses (including all applicable taxes) directly attributable to the Offer, in proportion to the extent of the amount proposed to be raised by the Company through the Fresh Issue and the amount corresponding to the extent of participation of each Selling Shareholder in the Offer for Sale. The break-up for the estimated Offer expenses are as follows: Activity Estimated As a % of total As a % of expenses (1) (₹ in estimated Offer Offer size million) related expenses (1) (1) Fees payable to the BRLMs 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 [●] [●] [●] 110Activity Estimated As a % of total As a % of expenses (1) (₹ in estimated Offer Offer size million) related expenses (1) (1) Fees payable to the parties to the Offer [●] [●] [●] Fees payable to the legal counsels Others: Listing fees, SEBI fees, BSE and NSE processing fees, book-building software fees, [●] [●] [●] and other regulatory expenses Printing and stationery expenses [●] [●] [●] Advertising and marketing expenses [●] [●] [●] Miscellaneous [●] [●] [●] 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) * 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) * 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 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their Sub-Syndicate Members) would be as follows: Portion for RIIs [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Investors [●]% of the Amount Allotted* (plus applicable taxes) * Amount Allotted is the product of the number of Equity Shares Allotted and the 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) * 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 ₹ [●] per valid application (plus applicable taxes) (including their sub-Syndicate Members)/ RTAs / CDPs Payable to Sponsor Banks ₹ [●] per valid application (plus applicable taxes) The Sponsor Banks shall be responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required in connection with the performance of its duties under applicable SEBI circulars, agreements and other Applicable Laws All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Escrow and Sponsor Bank Agreement. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with June 2021 Circular, read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Bridge financing facilities We have not availed bridge financing from any bank or financial institution as on the date of this Draft Red Herring Prospectus. However, prior to filing of the Red Herring Prospectus, we may consider availing bridge financing, including through secured or unsecured loans or any short-term instrument like non-convertible debentures, commercial papers etc. pending receipt of the Net Proceeds. Any such bridge financing availed will be repaid out of the Net Proceeds, and such utilisation (towards repayment of the bridge financing) shall be construed to be done for the specific object itself. 111Appraising Entity None of the Objects for which the Net Proceeds will be utilised, require appraisal from, or have been appraised by, any bank/ financial institution/ any other agency, in accordance with applicable law. For details, see “Risk Factors – Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of operations” on page 36. Monitoring utilization of funds from the Offer In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with the RoC, we will appoint a SEBI registered credit rating agency as a monitoring agency to monitor the utilization of the Gross Proceeds as the size of the Fresh Issue exceeds ₹ 1,000.00 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 the general corporate purposes) and submit the report required under Regulation 41(2) of the SEBI ICDR Regulations on a quarterly basis, until such time as the Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will disclose the utilisation of the Gross Proceeds, including interim use under a separate head in its balance sheet for such Fiscals, as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations, clearly specifying the purposes for which the Gross Proceeds have been utilised. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation to all such Gross Proceeds that have not been utilised, if any, of such unutilised Gross Proceeds. Pursuant to the 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 application of the Gross Proceeds. The Audit Committee shall review the report submitted by the Monitoring Agency and make recommendations to our Board for further action, if appropriate. Our Company shall, on an annual basis, prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee. Such disclosure shall be made only till such time that all the Gross Proceeds have been utilised in full. The statement shall be certified by the Joint Statutory Auditors of our Company. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement including deviations, if any, in the utilization of the Gross Proceeds of the Offer from the Objects as stated above. The information will also be published in newspapers simultaneously with the interim or annual financial results and explanation for such variation (if any) will be included in our Director’s report, after placing the same before the Audit Committee. We will disclose the utilization of the Gross Proceeds under a separate head along with details in our balance sheet(s) until such time as the Gross Proceeds remain unutilized clearly specifying the purpose for which such Gross Proceeds have been utilized. Variation in Objects In accordance with Sections 13(8) and 27 of the Companies Act 2013, our Company shall not vary the Objects unless our Company is authorised to do so by way of a special resolution passed in a general meeting of its Shareholders or through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution, shall specify the prescribed details and be published in accordance with the Companies Act, 2013. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the Objects, subject to the provisions of the Companies Act, 2013 and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with the Companies Act, 2013 and provisions of Regulation 59 and Schedule XX of the SEBI ICDR Regulations. For further details see, “Risk Factors - Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of operations” on page 36. Other Confirmations All quotations received from the vendors for the Gear Box Facility and the Wind Generator Components Manufacturing Facility are valid as on the date of this Draft Red Herring Prospectus. However, we are yet to place orders for such machinery and equipments for the Gear Box Facility and the Wind Generator Components Manufacturing Facility. We have not entered into any definitive agreements with any of these vendors and there can be no assurance that the same vendors would be engaged to eventually supply the equipment or provide the service at the same costs. If there is any increase in the costs of equipment, the additional costs shall be paid by us through various means available to us including from our internal accruals and/or additional debt from existing and/or future lenders. The quantity of equipment and other materials to be purchased is based on the present estimates of our management. Our Company shall have the flexibility to deploy such equipment in relation to the capital expenditure or such other equipment as maybe considered appropriate, according to our business requirements and based on the estimates of our management. No second-hand or used machinery/equipment is proposed to be purchased out of the Net Proceeds. Except to the extent of the proceeds received by the Selling Shareholders pursuant to the Offer for Sale portion, there is no proposal whereby any portion of the Net Proceeds will be paid to our Promoters, members of the Promoter Group, Group 112Companies, Directors, Key Managerial Personnel or Senior Management Personnel. Further, there are no material existing or anticipated transactions in relation to the utilisation of the Net Proceeds entered into or to be entered into by our Company with our Promoters, Promoter Group, Group Companies, Directors, Key Managerial Personnel or Senior Management Personnel. Our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel do not have any interest in the Gear Box Facility and Wind Generator Components Manufacturing Facility mentioned above or in the entity from whom we have obtained quotations in relation to the project mentioned above. 113BASIS FOR OFFER PRICE The Price Band and the Offer Price will be determined by our Company in consultation with the Book Running Lead Managers, on the basis of assessment of market demand for the Equity Shares issued through the Book Building Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹10 each and the Offer Price is [●] times the Floor Price and [●] times the Cap Price, and Floor Price is [●] times the face value and the Cap Price is [●] times the face value. Bidders should also see “Risk Factors”, “Our Business”, “Summary Financial Information”, “Financial Information”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 18, 214, 63, 284 and 367, respectively, to have an informed view before making an investment decision. Qualitative Factors We believe that some of the qualitative factors and our strengths which form the basis for computing the Offer Price are: • Established manufacturer in select high-entry-barrier segments of the locomotive traction equipment industry, including traction motors and alternators; • Integrated manufacturing facilities supported by in-house engineering and product development; • Long-standing customer relationship with the railways; • Experienced Management Team and Qualified Personnel with Significant Industry Experience; and • Track Record of Profitability and Consistent Financial Performance. For further details, see “Our Business – Competitive Strengths” on page 216. Quantitative Factors Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial Information. For details, see “Financial Information” and “Other Financial Information” on pages 284 and 365, respectively. Some of the quantitative factors which may form the basis for computing the Offer Price are as follows: 1. Basic and Diluted Earnings per share (“EPS”) (face value of each Equity Share in ₹) Fiscal/Period ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight Fiscal 2025 14.40 14.40 3 Fiscal 2024 8.98 8.98 2 Fiscal 2023 4.28 4.28 1 Weighted Average for the above three Fiscals 10.91 10.91 September 30, 2025* 8.71 8.71 * Not annualized. Notes: (1) The face value of each Equity Share is ₹ 10. (2) Basic Earnings per share (₹): Restated profit for the period/year attributable to the equity holders of the Company/Weighted average number of equity shares outstanding during the period/year (3) Diluted earnings per share (₹): Restated profit for the period/year attributable to equity holders of the Company/Weighted average number of equity shares outstanding during the period/year considered for deriving basic earnings per share and the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares during the year. (4) Weighted average = Aggregate of financial year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each financial year /Total of weights. (5) Basic and diluted earnings per share are computed in accordance with Ind AS 33, notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. 2. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share: Particulars P/E at the Floor Price (number P/E at the Cap Price (number of of times) times) Based on Basic EPS for Fiscal 2025* [●] [●] Based on Diluted EPS for Fiscal 2025* [●] [●] * Offer Price per Equity Share will be determined on conclusion of the Book Building Process. 3. Industry Peer Group P/E ratio Based on the peer group information (excluding our Company) given below in this section, the highest P/E ratio is 114.02, the lowest P/E ratio is 32.17 and the average P/E ratio is 61.39. Particulars P/E ratio (in times) Highest 114.02 114Particulars P/E ratio (in times) Lowest 32.17 Average 61.39 Source: The highest, lowest and average Industry P/E shown above is based on the industry peer set provided below under “Comparison of accounting ratios with listed industry peers” on page 115. 4. Return on Net Worth (“RoNW”) Financial Year RoNW (%) Weight March 31, 2025 26.79 3 March 31, 2024 22.86 2 March 31, 2023 14.14 1 Weighted Average 23.37 September 30, 2025 13.94* * Not annualized Notes: i. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation ii. RoNW (%) = Net profit after tax for the period/year attributable to equity shareholders, as restated / Net worth as at the period/year end. iii. Weighted average = Aggregate of financial year-wise weighted RoNW divided by the aggregate of weights i.e., the sum of (RoNW x Weight) for each financial year / Total of weights 5. Net Asset Value (“NAV”) per Equity Share Net Asset Value per Equity Share Amount (₹) As at March 31, 2025 53.76 As at September 30, 2025 62.47 After the Offer - - At Floor Price^ [●] - At Cap Price^ [●] At Offer Price* [●] ^ To be computed after finalization of the Price Band * To be determined on conclusion of the Book Building Process Notes: Net Asset Value (NAV) per equity share (₹) = Net Worth divided by the number of equity shares outstanding as at period/year end. For further details, see “Other Financial Information” on page 365. 6. Comparison of accounting ratios with listed industry peers The peer group has been identified based on companies with exposure to similar end-user industries, including entities with significant railway exposure or overlap in product offerings: Name of Revenue from Face Value Closing price EPS for EPS for NAV for P/E ratio (in RoNW for Company operations for (₹ Per Share) on March 11, Fiscal Fiscal Fiscal 2025 times) Fiscal 2025 Fiscal 2025 (in 2026 (₹) 2025 (₹) 2025 (₹) (₹ per share) (%) ₹ million) (Basic) (Diluted) Our Company 3,264.18 10 NA 14.40 14.40 53.76 [●]* 26.79% Domestic Peer Group Titagarh Rail 38,677.50 2 655.95 20.41 20.39 178.84 32.17 11.48% Systems Limited Bharat Forge 1,51,228.03 2 1,797.10 20.05 20.05 193.55 89.63 10.17% Limited ABB India 1,21,883.10 2 6,280.00 88.32 88.32 333.85 71.11 26.46% Limited BEML Limited 40,222.23 5 1,610.10 35.12 35.12 346.64 45.85 10.13% Siemens 1,73,642.00 2 3,272.20 59.14 59.14 371.44 55.33 15.91% Limited CG Power and 99,086.60 2 726.30 6.38 6.37 20.73 114.02 30.76% Industrial Solutions Limited Hind Rectifiers 6,553.67 2 1,433.30 21.64 21.60 93.15 66.36 23.21% Limited 115Name of Revenue from Face Value Closing price EPS for EPS for NAV for P/E ratio (in RoNW for Company operations for (₹ Per Share) on March 11, Fiscal Fiscal Fiscal 2025 times) Fiscal 2025 Fiscal 2025 (in 2026 (₹) 2025 (₹) 2025 (₹) (₹ per share) (%) ₹ million) (Basic) (Diluted) Global Peer Group Wabtec 8,78,324.72 1 20,799.22 511.59 510.74 4,981.29 40.72 10.46% Corporation Knorr Bremse 7,16,722.36 91 9,373.85 250.94 250.94 1,717.44 37.36 14.61% AG * To be included in respect of our Company in the Prospectus based on the Offer Price Source: • All the financial information for Fiscal 2025 for listed industry peer mentioned above is sourced from the annual audited financial results of the company for the year ended March 31, 2025, except: o The financial information for Siemens Ltd. is based on unaudited results for the twelve months ended September 30, 2025. o The financial information for ABB India Ltd. is based on audited results for the twelve months ended December 31, 2024. o The financial information for Wabtec Corporation is based on audited results for the twelve months ended December 31, 2024. For the purpose of conversion into Indian Rupees, an exchange rate of INR 84.56 per USD has been considered o The financial information for Knorr Bremse AG is based on audited results for the twelve months ended December 31, 2024. For the purpose of conversion into Indian Rupees, an exchange rate of INR 90.92 per Euro has been considered. o For Siemens Limited, as the annual report for September 2025 is not available, total equity attributable to common shareholders has been considered as net worth. • For BEML Limited, in terms of the resolution passed by the Board of Directors at the meeting held on 21 July 2025, the company approved a 1:2 sub-division (stock split) of equity shares, reducing the face value from ₹10 to ₹5 each. For the purpose of calculation of EPS and NAV, the number of equity shares has been retrospectively adjusted as if the share split had occurred at the beginning of the earliest period presented. Notes: 1. P/E ratio is calculated as the closing share price of equity shares as on March 11, 2026 divided by the diluted EPS for the Fiscal 2025. The Market Price of the Indian peer companies and global peer companies is taken from www.nseindia.com. and Bloomberg respectively. 2. Basic EPS and Diluted EPS refers to the basic EPS and diluted EPS sourced from the financial statements of the respective peer group companies for the Financial Year ended March 31, 2025. 3. NAV per Equity Share represents net worth as at the end of the Fiscal 2025 divided by the number of Equity Shares outstanding at the end of the Fiscal 2025 4. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation 5. RoNW (%) = Net profit after tax for the period/year attributable to equity shareholders /Net worth as at the period/year end 7. Key Performance Indicators The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for Offer Price. The KPIs set forth below, have been approved by the Audit Committee pursuant to its resolution dated March 29, 2026 and certified by our Managing Director on behalf of the management of our Company by way of certificate dated March 29, 2026.The management and the Audit Committee have confirmed that the KPIs disclosed below have been identified and disclosed in accordance with the SEBI ICDR Regulations and the Industry Standards on Key Performance Indicators Disclosures in the Draft Offer Document and Offer Document. Further, the management and the Audit Committee have confirmed that other than the KPI set out below, our Company has not disclosed any other KPIs to investors at any point of time during the three years period prior to the date of this Draft Red Herring Prospectus. Additionally, the KPIs herein have been certified by our Statutory Auditors pursuant to a certificate dated March 29, 2026. This certificate has been designated as a material document for inspection in connection with the Offer. See “Material Contracts and Documents for Inspection” on page 489. The KPIs that have been consistently used by the management to analyse, track and monitor the operational and financial performance of the Company, which have been consequently identified as relevant and material KPIs and are disclosed in this “Basis for Offer Price” section. In addition to the above, the Audit Committee also noted that other than the below mentioned KPIs, there are certain items/ metrics which have been included in the business description, management discussion and analysis or financials in this DRHP but these are not considered to be a performance indicator or deemed to have a bearing on the determination of Offer Price. For details, see “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated Financial Information” on pages 214, 367 and 284, respectively. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once a year, for a duration of one year after the date of listing of the Equity Shares on the Stock Exchanges or till the utilisation of the Net Proceeds as per the disclosure made in the section “Objects of the Offer” starting on page 98 of this Draft Red Herring Prospectus, whichever is later, or for such other duration as required under the SEBI ICDR Regulations. 116Key performance indicators: Our Company considers the following key performance indicators (“KPI”) to have a bearing for arriving at the basis for the Offer Price The table below also sets forth KPIs as at/ for the six months period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023. Particulars Unit Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Operational KPIs Closing Order Book in ₹ million 4,417.62 3,505.25 2,742.78 1,125.04 Order Book / Sales Times 2.83# 1.07 1.18 1.31 Financial KPIs Revenue in ₹ million 1,560.63 3,264.18 2,329.80 860.67 Revenue Growth % * 40.11% 170.70% ** EBITDA in ₹ million 336.05 575.12 395.46 67.82 EBITDA Margin % 21.53% 17.62% 16.97% 7.88% PAT in ₹ million 254.06 404.38 263.91 111.72 PAT Margin % 16.28% 12.39% 11.33% 12.98% RoE % 13.34%# 24.51% 21.10% 11.32% RoCE % 13.59%# 28.79% 25.74% 3.79% Net Fixed Asset Turnover Times 1.56# 5.05 3.73 1.33 Net Debt / Equity Times 0.20 0.10 0.04 0.21 Net Working Capital Days Days 37 44 83 182 Notes: * Not been included as the comparative period figures under Ind AS for the six-months period ended September 30, 2025 are not available ** Not been included as the comparative period figures under Ind AS for the fiscal year 2022 are not available # Not Annualized The method of computation of above KPIs is set out below: Metric Unit Formula Operational KPIs Closing Order Book in ₹ The value of the closing order book as of the respective dates is calculated as the total value of million purchase orders and commitments received by the Company from its customers during the financial year/period (excluding cancelled purchase orders and commitments), net of the sale of finished goods during the same period as increased by the outstanding purchase orders and commitments as at the previous reporting date. Order Book / Sales Times Order book to sales ratio is calculated as closing order book value divided by revenue from operations for the respective period/year Financial KPIs Revenue in ₹ Revenue represents revenue from sale of goods plus revenue from sale of services plus other million operating revenue Revenue Growth % Revenue growth is calculated as the percentage increase in revenue from operations compared to the previous year EBITDA in ₹ EBITDA is calculated as Profit before tax plus Finance cost plus Depreciation and amortization million expense minus other income minus share in profit of joint venture EBITDA Margin % EBITDA Margin represents EBITDA as a percentage of Revenue from operations PAT in ₹ Profit before tax minus total tax expense million PAT Margin % PAT Margin is calculated as PAT as a percentage of Revenue from operations RoE % RoE is calculated as PAT divided by (Closing Equity share capital plus other equity plus non- controlling interest) RoCE % RoCE is calculated as EBIT divided by Closing Capital Employed, where EBIT represents Profit before tax plus Finance cost minus other income minus share in profit of joint venture, and Closing Capital Employed represents Total Equity plus Total borrowings Plus total lease liabilities plus deferred tax liabilities minus deferred tax assets. Net Fixed Asset Times Calculated as Revenue from operation divided by (Property plant and equipment+ Right of use of Turnover assets plus capital work in progress) Net Debt / Equity Times Calculated as Net Debt (Total Borrowings plus Total Lease Liabilities minus Cash and Cash Equivalent) divided by Total Equity where Total Equity represents Equity share capital plus other equity plus non-controlling interest Net Working Capital Days Net Working Capital Days is calculated as (Net Working Capital divided by Revenue from Days Operations of the financial year/period) multiplied by number of days in the financial year / period, where Net Working Capital is calculated as (Current assets minus cash and cash equivalents minus other bank balances) minus (current liabilities minus short term borrowings (including cash credit and working capital demand loan) minus short term lease liabilities) 117Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational and/or financial performance of our Company In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review and assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs to evaluate our financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used by other companies and hence their comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance, when taken collectively with financial measures prepared in accordance with Ind AS. Investors are encouraged to review the GAAP measures and to not rely on any single financial or operational metric to evaluate our business. Explanation for the KPI metrics S. KPI Explanation No. Operational KPIs 1. Clos ing Order Book Closing Order Book represents the value of unexecuted customer orders outstanding at the end of the respective period/ year, and indicates revenue visibility for future periods 2. Orde r Book / Sales Order book to sales (ratio) indicates the proportion of outstanding order value relative to revenue from operations, highlighting visibility of future sales Financial KPIs 3. Rev enue Revenue from operations refers to the income earned from our Company’s core operating activities during the relevant periods/ years, as disclosed in Restated Consolidated Financial Information. It includes sale of products, sale of services and other operating income, but excludes other income such as interest income and other non-operating activities 4. Rev enue Growth Growth in Revenue from Operations provides information regarding the growth of the business over the respective years 5. EBI TDA EBITDA represents operating profitability and cash-generating ability before financing, tax and non- cash expenses 6. EBI TDA Margin EBITDA Margin is an indicator of the operational profitability margin and financial performance of the business. It indicates our Company’s operating profitability and cost efficiency 7. PAT PAT is used by the management of our Company to track the overall profitability of the business. 8. PAT Margin PAT margin represents PAT as a percentage of total income. It measures our Company’s overall profitability after accounting for all operating and non-operating costs. 9. RoE ROE represents PAT as a percentage of closing shareholders’ equity. This KPI indicates our Company’s efficiency in generating returns on shareholders’ funds. 10. RoC E ROCE is used by the management of our Company to track how efficiently our Company generates earnings from the capital employed in the business and how well it is converting its total capital to generate profits 11. Net Fixed Asset Net Fixed Assets Turnover Ratio provides information on the use of net fixed assets to generate revenue Turnover from operations 12. Net Debt / Equity Net debt / total equity ratio provides information on the leverage level of our Company 13. Net Working Capital Net Working Capital Days is used by the management of our Company to assess the efficiency of our Days Company to manage current assets and liabilities, indicating our Company's liquidity and operational efficiency 1188. Comparison of its KPIs with Listed Industry Peer Comparison of our Company’s KPIs for the six months period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023 with listed industry peer: (a) Comparison of KPIs of six months period ended September 30, 2025 with listed industry peers S. Particulars Unit Pioneer Indian Peers Global Peers No. Filmed Titagarh Rail Bharat Forge ABB India BEML Siemens CG Power Hind Wabtec Knorr- Systems Limited Limited Limited Limited and Rectifiers Corporation Bremse Limited Industrial Limited Solutions Limited Operational KPIs 1. Closing Order in ₹ million 4,417.62 2,84,030.00 NA NA NA - NA 10,990.00 18,90,304.80 6,67,838.16 Book 2. Order Book / Times 2.83 19.21 NA NA NA - NA NA 4.11 1.85 Sales# Financial KPIs 3. Revenue in ₹ million 1,560.63 14,783.30 79,406.70 63,350.00 14,730.80 - 58,008.40 4,419.20 4,60,365.60 3,60,720.12 4. Revenue % NA (24.58%) 1.87% 7.17% (1.39%) - 25.01% 46.67% 3.40% (0.80%) Growth 5. EBITDA in ₹ million 336.05 1,587.30 13,985.50 9,963.60 238.90 - 7,606.90 501.15 1,03,400.40 52,417.00 6. EBITDA % 21.53% 10.74% 17.61% 15.73% 1.62% - 13.11% 11.34% 22.46% 14.53% Margin 7. PAT in ₹ million 254.06 685.20 5,831.48 8,262.00 (160.80) - 5,513.10 274.89 57,675.60 26,801.04 8. PAT Margin % 16.28% 4.63% 7.34% 13.04% (1.09%) - 9.50% 6.22% 12.53% 7.43% 9. RoE# % 13.34% 2.70% 6.25% 11.48% (0.57%) - 7.17% 14.45% 6.14% 9.91% 10. RoCE# % 13.59% 4.20% 5.72% 12.89% (0.47%) - 8.44% 11.15% NA 7.23% 11. Net Fixed Times 1.56 1.27 0.92 5.29 2.01 - 3.53 3.04 NA 2.25 Asset Turnover# 12. Net Debt / Times 0.20 0.23 0.63 (0.14) NA - (0.01) 0.96 NA 0.37 Equity 13. Net Working Days 37 149 117 11 443 - 64 82 NA 69 Capital Days # Not Annualized Source: The financial information for our Company is based on the Restated Consolidated Financial Information as at and for six months period ended September 30, 2025. 119(b) Comparison of KPIs of Fiscal 2025 with listed industry peers S. Particulars Unit Pioneer Indian Peers Global Peers No. Filmed Titagarh Rail Bharat Forge ABB India BEML Siemens CG Power Hind Wabtec Knorr- Systems Limited Limited Limited Limited and Rectifiers Corporation Bremse Limited Industrial Limited Solutions Limited Operational KPIs 1. Closing Order in ₹ million 3,505.25 2,45,260.00 NA 93,800.00 1,46,100.00 NA 1,06,310.00 8,932.19 18,83,320.32 6,52,987.44 Book 2. Order Book / Times 1.07 6.34 NA 0.77 3.63 NA 1.07 1.36 2.14 0.91 Sales Financial KPIs 3. Revenue in ₹ million 3,264.18 38,677.50 1,51,228.03 1,21,883.10 40,222.23 1,73,642.00 99,086.60 6,553.67 8,78,324.72 7,16,722.36 4. Revenue % 40.11% 0.38% (3.57%) 16.67% (0.79%) 7.97% 23.15% 26.63% 7.34% (0.54%) Growth 5. EBITDA in ₹ million 575.12 4,330.40 25,368.86 23,052.30 5,056.80 20,070.00 13,047.30 703.10 1,81,465.76 1,07,740.20 6. EBITDA % 17.62% 11.20% 16.78% 18.91% 12.57% 11.56% 13.17% 10.73% 20.66% 15.03% Margin 7. PAT in ₹ million 404.38 2,750.60 9,132.75 18,746.10 2,925.20 16,888.00 9,729.80 371.13 90,225.52 43,368.84 8. PAT Margin % 12.39% 7.11% 6.04% 15.38% 7.27% 9.73% 9.82% 5.66% 10.27% 6.05% 9. RoE % 24.51% 11.07% 9.90% 26.49% 10.13% 12.76% 24.10% 23.21% 10.53% 15.25% 10. RoCE % 28.79% 12.90% 10.44% 30.96% 14.41% 13.05% 28.66% 18.98% NA 12.89% 11. Net Fixed Times 5.05 4.06 1.89 10.7 6.19 15.28 5.30 6.67 NA 3.26 Asset Turnover 12. Net Debt / Times 0.10 0.20 0.66 (0.12) NA (0.15) 0.00 1.03 NA 0.29 Equity 13. Net Working Days 44 106 127 0 299 56 32 98 NA 60 Capital Days Source: The financial information for our Company is based on the Restated Consolidated Financial Information as at and for the financial year ended March 31, 2025. (c) Comparison of KPIs of Fiscal 2024 with listed industry peers S. Particulars Unit Pioneer Indian Peers Global Peers No. Filmed Titagarh Rail Bharat Forge ABB India BEML Siemens CG Power Hind Wabtec Knorr- Systems Limited Limited Limited Limited and Rectifiers Corporation Bremse Limited Industrial Limited Solutions Limited Operational KPIs 1. Closing Order in ₹ million 2,742.78 2,78,560.00 NA 84,040.00 1,18,720.00 NA 64,110.00 5,342.65 18,21,077.22 6,30,395.52 Book 120S. Particulars Unit Pioneer Indian Peers Global Peers No. Filmed Titagarh Rail Bharat Forge ABB India BEML Siemens CG Power Hind Wabtec Knorr- Systems Limited Limited Limited Limited and Rectifiers Corporation Bremse Limited Industrial Limited Solutions Limited 2. Order Book / Times 1.18 7.23 NA 0.80 2.93 NA 0.80 1.03 2.27 0.89 Sales Financial KPIs 3. Revenue in ₹ million 2,329.80 38,533.00 1,56,820.71 1,04,465.20 40,543.25 1,60,817.00 80,459.80 5,175.53 8,01,062.06 7,05,493.26 4. Revenue % 170.70% 38.63% 21.47% 21.93% 3.99% NR 15.40% 44.13% 15.73% 10.86% Growth 5. EBITDA in ₹ million 395.46 4,519.30 25,456.18 14,897.80 4,422.40 21,202.00 11,495.50 372.51 1,48,838.44 99,335.16 6. EBITDA % 16.97% 11.73% 16.23% 14.26% 10.91% 13.18% 14.29% 7.20% 18.58% 14.08% Margin 7. PAT in ₹ million 263.91 2,884.30 9,101.59 12,481.80 2,817.70 20,204.00 8,711.20 125.10 68,293.50 51,287.56 8. PAT Margin % 11.33% 7.49% 5.80% 11.95% 6.95% 12.56% 10.83% 2.42% 8.53% 7.27% 9. RoE % 21.10% 13.00% 12.70% 21.00% 10.56% 13.15% 28.86% 10.05% 7.84% 19.84% 10. RoCE % 25.74% 17.74% 11.23% 23.25% 14.42% 12.13% 36.61% 11.57% NA 15.23% 11. Net Fixed Times 3.73 4.55 2.27 10.09 7.65 11.15 7.00 5.70 NA 3.36 Asset Turnover 12. Net Debt / Times 0.04 (0.12) 0.63 0.45 0.02 (0.10) 0.00 1.08 NA 0.22 Equity 13. Net Working Days 83 65 111 (9) 253 41 35 100 NA 52 Capital Days Source: The financial information for our Company is based on the Restated Consolidated Financial Information as at and for the financial year ended March 31, 2024. (d) Comparison of KPIs of Fiscal 2023 with listed industry peers S. Particulars Unit Pioneer Indian Peers Global Peers No. Filmed Titagarh Rail Bharat Forge ABB India BEML Siemens CG Power Hind Wabtec Knorr- Systems Limited Limited Limited Limited and Rectifiers Corporation Bremse Limited Industrial Limited Solutions Limited Operational KPIs 1. Closing Order in ₹ million 1,125.04 2,75,460.00 NA 64,680.00 85,700.00 4,55,227.00 44,580.00 3,014.65 18,02,461.12 5,77,950.53 Book 2. Order Book / Times 1.31 9.91 NA 0.75 2.20 2.33 0.64 0.84 2.68 0.97 Sales Financial KPIs 3. Revenue in ₹ million 860.67 27,795.90 1,29,102.59 85,675.30 38,989.47 1,95,538.00 69,725.40 3,590.99 6,71,635.84 5,98,218.75 4. Revenue % NA 89.41% 23.41% 23.56% (10.11%) 21.17% 27.15% (3.49%) 6.90% 6.60% Growth 121S. Particulars Unit Pioneer Indian Peers Global Peers No. Filmed Titagarh Rail Bharat Forge ABB India BEML Siemens CG Power Hind Wabtec Knorr- Systems Limited Limited Limited Limited and Rectifiers Corporation Bremse Limited Industrial Limited Solutions Limited 5. EBITDA in ₹ million 67.82 2,634.84 17,217.36 13,011.30 3,644.30 24,872.00 10,450.80 43.25 1,23,130.56 76,713.43 6. EBITDA % 7.88% 9.48% 13.34% 15.19% 9.35% 12.72% 14.99% 1.20% 18.33% 12.82% Margin 7. PAT in ₹ million 111.72 1,346.30 5,083.87 10,256.10 1,578.90 19,619.00 7,963.30 (63.63) 51,485.12 42,358.36 8. PAT Margin % 12.98% 4.84% 3.94% 11.97% 4.05% 10.03% 11.42% (1.77%) 7.67% 7.08% 9. RoE % 11.32% 13.97% 7.54% 20.76% 6.52% 14.98% 44.45% (5.70%) 6.32% 18.81% 10. RoCE % 3.79% 18.12% 7.01% 24.50% 11.15% 16.53% 69.17% (0.38%) NA 12.07% 11. Net Fixed Times 1.33 3.79 1.99 9.01 7.98 15.65 6.90 4.50 NA 2.83 Asset Turnover 12. Net Debt / Times 0.21 0.20 0.57 0.00 0.15 (0.08) 0.00 0.94 NA 0.30 Equity 13. Net Working Days 182 47 137 18 262 29 4 115 NA 58 Capital Days Source: The financial information for our Company is based on the Restated Consolidated Financial Information as at and for the financial year ended March 31, 2023. Notes: 1) All financials for the Indian peers mentioned above are on a consolidated basis (unless specified otherwise) and have been sourced from the respective companies’ annual reports, audited financial statements, investor presentations and analyst updates submitted to the Stock Exchanges for the relevant years. 2) NA refers to Not Available, where the financial information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results and investor presentations as submitted to the Stock Exchanges. a. Additionally, in certain instances where financial metrics have been computed using formulas, if one or more required input parameters were not disclosed in the respective annual reports, audited financial statements, or investor disclosures, the metric has not been calculated. In such cases, the value has been indicated as NA. 3) The financial year of ABB India Limited follows a calendar year period (January to December). For comparability purposes, the financial data has been aligned as follows: i. Jan 25 – Jun 25 considered as 6M FY26 ii. Jan 24 – Dec 24 considered as FY25 iii. Jan 23 – Dec 23 considered as FY24 iv. Jan 22 – Dec 22 considered as FY23 4) The financial year of Siemens Limited follows an October to September reporting cycle. For comparability purposes, the financial data has been aligned as follows: i. Oct 24 – Sept 25 considered as FY25 ii. Oct 23 – Sept 24 considered as FY24 iii. Oct 22 – Sept 23 considered as FY23 iv. 6M FY26 has not been considered for Siemens Limited due to non-availability of financial disclosures for the corresponding period and has therefore been indicated as “–”. 5) The financial year of Global peers follows a calendar year period (January to December). For comparability purposes, the financial data has been aligned as follows: i. Jan 25 – Jun 25 considered as 6M FY26 ii. Jan 24 – Dec 24 (CY24) considered as FY25 iii. Jan 23 – Dec 23 (CY23) considered as FY24 iv. Jan 22 – Dec 22 (CY22) considered as FY23 6) To enable cross-company financial comparison, reported financials / operational metrices of global peers have been converted into Indian Rupees (INR) using the following exchange rate assumptions: − Financials of Wabtec Corporation converted at 1 US$ = INR 86.60 for FY26, 1 US$ = INR 84.56 for FY25, 1 US$ = INR 82.78 for FY24, and 1 US$ = INR 80.32 for FY23. − Financials of Knorr-Bremse converted at 1 Euro = INR 91.16 for FY26, 1 Euro = INR 90.92 for FY25, 1 Euro = INR 89.01 for FY24, and 1 Euro = INR 83.67 for FY23 1227) For Siemens Limited, financial data for FY25 and FY24 has been considered post the demerger of the Energy business, while FY23 financials available in public disclosures are pre demerger. Accordingly, FY24 revenue growth has been marked as NR “Not Relevant”, as the FY24 revenue figure is post demerger whereas the FY23 revenue base is pre demerger, making the growth not directly comparable. 8) Financial values have been directly considered from the respective disclosures wherever explicitly reported in the companies’ annual reports, audited financial statements, investor presentations and other investor materials. 9) For Indian peers, 6M FY26 revenue growth (%) has been computed on a year-on-year basis by comparing revenue reported for 6M FY26 with the corresponding period of 6M FY25, based on financial disclosures in quarterly results, investor presentations, and stock exchange filings. 10) All operational metrics have been sourced from the respective companies’ annual reports, audited financial statements, investor presentations and analyst presentations for the relevant financial or calendar years, as applicable. The figures have been directly extracted from such reports. Wherever the relevant information was not disclosed, the same has been stated as “NA”. . The method of computation of above KPIs is set out below: Metric Unit Formula Operational KPIs Closing Order in ₹ The value of the closing order book as of the respective dates is calculated as the total value of purchase orders and commitments received by the Company from its customers Book million during the financial year/period (excluding cancelled purchase orders and commitments), net of the sale of finished goods during the same period as increased by the outstanding purchase orders and commitments as at the previous reporting date. Order Book / Times Order book to sales ratio is calculated as closing order book value divided by revenue from operations for the respective period/year Sales Financial KPIs Revenue in ₹ Revenue represents revenue from sale of goods plus revenue from sale of services plus other operating revenue million Revenue % Revenue growth is calculated as the percentage increase in revenue from operations compared to the previous year Growth EBITDA in ₹ EBITDA is calculated as Profit before tax plus Finance cost plus Depreciation and amortization expense minus other income minus share in profit of joint venture million EBITDA % EBITDA Margin represents EBITDA as a percentage of Revenue from operations Margin PAT in ₹ Profit before tax minus total tax expense million PAT Margin % PAT Margin is calculated as PAT as a percentage of Revenue from operations RoE % RoE is calculated as PAT divided by (Closing Equity share capital plus other equity plus non-controlling interest) RoCE % RoCE is calculated as EBIT divided by Closing Capital Employed, where EBIT represents Profit before tax plus Finance cost minus other income minus share in profit of joint venture, and Closing Capital Employed represents Total Equity plus Total borrowings Plus total lease liabilities plus deferred tax liabilities minus deferred tax assets Net Fixed Times Calculated as Revenue from operation divided by (Property plant and equipment+ Right of use of assets plus capital work in progress) Asset Turnover Net Debt / Times Calculated as Net Debt (Total Borrowings plus Total Lease Liabilities minus Cash and Cash Equivalent) divided by Total Equity where Total Equity represents Equity share Equity capital plus other equity plus non-controlling interest Net Working Days Net Working Capital Days is calculated as (Net Working Capital divided by Revenue from Operations of the financial year/period) multiplied by number of days in the financial Capital Days year / period, where Net Working Capital is calculated as (Current assets minus cash and cash equivalents minus other bank balances) minus (current liabilities minus short term borrowings (including cash credit and working capital demand loan) minus short term lease liabilities) 1239. Comparison of KPIs over time based on additions or dispositions to the business Our Company has not undertaken a material acquisition or disposition of assets / business for the periods that are covered by the KPIs and accordingly, no comparison of KPIs over time based on additions or dispositions to the business, have been provided. 10. Weighted average cost of acquisition, Floor Price and Cap Price (a) Price per share of our Company based on primary/ new issue of Equity Shares or convertible securities (excluding Equity Shares issued under employee stock option plans and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid up share capital of our Company (calculated based on the pre-Offer capital before such transactions and excluding employee stock options granted but not vested) in a single transaction or multiple transactions combined together over a span of rolling 30 days. (“Primary Transactions”) There has been no issuance of Equity Shares or convertible securities, during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such transaction(s) and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. (b) Price per share of our Company based on secondary sale / acquisition of Equity Shares or convertible securities, where our Promoters, Selling Shareholders, members of our Promoter Group, or Shareholder(s) having the right to nominate director(s) to the Board of the our Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of filing of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such transactions and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”) There have been no secondary sale / acquisitions of Equity Shares or any convertible securities, where the Promoters, members of the Promoter Group, Selling Shareholders, or Shareholder(s) having the right to nominate director(s) on the board of directors of our Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of our Company (calculated based on the pre-Offer capital before such transaction(s)and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. (c) Since there are no such transactions to report to under (a) and (b), therefore, information based on last 5 primary or secondary transactions (secondary transactions where Promoters / Promoter Group entities or Selling Shareholders or Shareholder(s) having the right to nominate director(s) on the Board of our Company, are a party to the transaction), not older than three years prior to the date of this Draft Red Herring Prospectus irrespective of the size of transactions, is as below: a. Primary transactions: There have been no primary transactions in in which our Promoters, Promoter Group, Selling Shareholders, or shareholder(s) having the right to nominate director(s) on our Board are a party to the transaction, in the last three years preceding the date of this Draft Red Herring Prospectus. b. Secondary transactions: Set out below are the last 5 secondary transactions in which Promoters, members of the Promoter Group, Selling Shareholders or shareholder(s) having the right are a party to nominate director(s) on our Board are party to the transaction, in the last three years preceding the date of this Draft Red Herring Prospectus: 124Date of Category Name of Name of Number Face Price Nature of consideration Total Consideration Transfer of Transferee Transferor of Equity value Equity Transferor Shares per Shares equity share (₹) February Promoter Vanaja Pioneer Facor 325,269 10 307.44 Cash 100,000,000 27, 2025 Sundar Iyer IT Infradevelopers Limited March Promoter Vanaja Aztech India 487,903 10 307.44 Cash 150,000,000 04, 2025 Group Sundar Iyer Private Limited April 09, Promoter Avarjeet Pioneer Facor 81,317 10 307.44 Cash 25,000,000 2025 Singh IT Birghi Infradevelopers Limited April 09, Promoter Sarabpreet Pioneer Facor 231,754 10 307.44 Cash 71,250,000 2025 Kaur IT Infradevelopers Limited April 09, Promoter Avarjeet Aztech India 150,437 10 307.44 Cash 46,250,000 2025 Group Singh Private Limited Birghi Total 1,276,680 392,500,000 Weighted average cost of acquisition (WACA) (secondary issuances) (₹ per Equity Share) 307.44 As certified by D A R P N and Company, Chartered Accountants by way of their certificate dated March 29, 2026. Weighted average cost of acquisition, floor price and cap price Types of transactions Weighted average cost of Floor price (i.e., ₹ [•])* Cap price (i.e., ₹ [•])* acquisition (₹ per Equity Share) WACA of Primary Transactions NA [●] times [●] times WACA of Secondary Transactions NA [●] times [●] times Since there are no such transaction to report to under (A) and (B) then therefore information for based on last 5 primary or secondary transactions (secondary transactions where Promoters / promoter group entities, selling shareholders or shareholder(s) having the right to nominate director(s) in the Board of the Company, are a party to the transaction), not older than 3 years prior to the date of this Draft Red Herring Prospectus, irrespective of the size of transactions is as below: - Based on primary transactions NA [●] times [●] times - Based on secondary transactions 307.44 [●] times [●] times Note: As certified by D A R P N and Company, Chartered Accountants by way of their certificate dated March 29, 2026. *To be computed after finalization of the Price Band. 11. Explanation for Offer Price / Cap Price being [·] times of WACA of Primary Transactions (set out in K above) along with our Company’s key financial and operational metrics and financial ratios for six months period ended September 30, 2025, Fiscals 2025, 2024 and 2023 and in view of the external factors which may have influenced the pricing of the Offer. [·]* * To be included on finalisation of Price Band. 12. 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 BRLMs on the basis of the demand from investors for the Equity Shares through the Book Building process. Our Company, in consultation with the BRLMs are justified of the Offer Price in view of the above qualitative and quantitative parameters. Investors should read the above- mentioned information along with “Risk Factors”, “Our Business”, Management Discussion and Analysis of Financial Position and Results of Operations” and “Financial Information” on pages 18, 214, 367, and 284, respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” on page 18 and you may lose all or part of your investments. 125STATEMENT OF SPECIAL TAX BENEFITS Dated: March 29, 2026 To, The Board of Directors, Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) 502 Padma Palace 86 Nehru Place, New Delhi India, 110019 Dear Sirs/Madam, Subject : Statement of possible special tax benefits (“the Statement”) available to Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (“the Company”) and its shareholders and its material subsidiary (i.e. Pioneer Rail Equipments Private Limited) prepared in accordance with the requirement under Schedule VI – Part A – Clause (9) (L) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR Regulations”) in relation to Proposed Initial Public Offering (“Offer”) of Equity Shares (“Equity Shares”) of Face Value of ₹ 10 each of the Company. 1. This report is issued in accordance with the terms of our agreement dated January 08, 2025. 2. We hereby report that the enclosed statement of special tax benefit (the “Statement”) (hereto enclosed as “Annexure I”) prepared by the Company, initialled by us for identification purpose, states the possible special tax benefits available to the Company, its shareholders and its material subsidiary (i.e., Pioneer Rail Equipments Private Limited) identified in terms of Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended under Income Tax Act 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, applicable goods and services tax legislations, as promulgated by various states in India, Customs Act, 1962, the Customs Tariff Act, 1975 and Foreign Trade Policy 2023 (as extended) including the rules, regulations, circulars, orders and notifications issued thereunder (collectively the “Taxation Laws”), including the rules, regulations, circulars and notifications issued in connection with the Taxation Laws and the Foreign Trade Policy 2023 vide Notification No. 1/2023 dated March 31, 2023 and applicable to the Assessment Year (AY) 2026-27 relevant to the Financial Year (FY) 2025-26. 3. The benefits discussed in the enclosed Annexure I cover the possible special tax benefits available to the Company, its shareholders and its material subsidiary and do not cover any general tax benefits available to the Company and its shareholders and material subsidiary. These benefits are dependent on the Company, its shareholders of the Company and its material subsidiary fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company, its shareholders of the Company and its material subsidiary to derive the possible special tax benefits is dependent upon fulfilling such conditions, which is based on business imperatives the Company may face in the future and accordingly, the Company, its shareholders and its material subsidiary of the Company may or may not choose to fulfil. The Statement is to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the proposed initial public offer of equity shares of the Company (the “Offer”) particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the possible special tax benefits, which an investor can avail. Neither we are suggesting nor advising the investors to invest money based on the statement. 4. We conducted our examination of the statement in accordance with the Guidance Note on Reports or Certificates for special purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India. 5. 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. 1266. We do not express any opinion or provide any assurance as to whether: a) The Company, its shareholders and material subsidiary will continue to obtain these possible special tax benefits in future; or b) The conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met with. 7. The contents of the enclosed annexures are based on the information, explanation and representations obtained from the Company, and on the basis of our understanding of the business activities and operations of the Company. 8. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing provisions of the Tax Laws and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to the Company and any other person in respect of this statement, except as per applicable law. 9. We hereby give consent to include this statement in the Draft Red Herring Prospectus and in any other material used in connection with the Offer, and it is not to be used, referred to or distributed for any other purpose without our prior written consent. For S S Kothari Mehta & Co. LLP Chartered Accountants Firm Registration Number: 000756N/N500441 Sunil Wahal Partner Membership No: 087294 Place: New Delhi UDIN: 26087294MQOWVY4672 127ANNEXURE I STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY, ITS SHAREHOLDERS AND PIONEER RAIL EQUIPMENTS PRIVATE LIMITED (“MATERIAL SUBSIDIARY”) A. POSSIBLE SPECIAL TAX BENEFITS TO THE COMPANY AND IT’S MATERIAL SUBSIDIARY UNDER THE INDIAN INCOME TAX ACT, 1961 (THE “ACT”) The statement of possible special tax benefits outlined below is as per the Income-tax Act, 1961 read with Income Tax Rules, circulars, notifications (“Income Tax Law”), as amended by the Finance Act, 2025. These possible special tax benefits are dependent on the Company and/or its material subsidiary fulfilling the conditions prescribed under the Indian Income Tax Law. Hence, the ability of the Company and/or its material subsidiary to derive the possible special tax benefits is dependent upon fulfilling such conditions, which are based on business imperatives it faces in the future, it may or may not choose to fulfil. 1. Lower corporate tax rate under Section 115BAA of the Act: A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the Amendment Act, 2019”) w.e.f. from FY 2019-20 relevant to AY 2020-21. Section 115BAA grants an option to a domestic company to be governed by the section from a particular assessment year. If a company opts for section 115BAA of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and education cess of 4%) and the option once exercised shall apply to subsequent assessment years. In such a case, the Company may not be allowed to claim any of the following deductions/exemptions: (i) Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone) (ii) Deduction under clause (iia) of sub-section (1) of section 32 (Additional Depreciation) (iii) Deduction under section 32AD or section 33AB or section 33ABA (Investment Allowance in backward areas, Investment Deposit Account, Site Restoration Fund) (iv) Deduction under sub-clause (ii) or sub-clause (ii)(a) or sub-clause (iii) of sub-section (1) or sub-section (2AA) or sub-section (2AB) of section 35 (Expenditure on Scientific Research) (v) Deduction under section 35AD or section 35CCC (deduction for specified business, agricultural extension project) (vi) Deduction under section 35CCD (expenditure on skill development) (vii) Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA or Section 80M (viii) 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 from clause (i) to (vii) above, (ix) 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 from clause (i) to (vii) above. Further, it was clarified by CBDT vide Circular No. 29/ 2019 dated 2 October 2019 that if the Company opts for concessional income tax rate under section 115BAA, the provisions of section 115JB regarding Minimum Alternate Tax (MAT) are not applicable. Further, such Company will not be entitled to claim tax credit relating to MAT. The 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 Income Tax Authority. The Material Subsidiary intends to opt for the concessional rate of tax under the applicable provisions of the Income-tax Act, 1961 for the first time in the return of income to be filed for FY 2025–26. The declaration in the specified form (i.e., Form 10-IC) has not yet been filed with the Income Tax Authority and is proposed to be filed in accordance with the prescribed requirements. 2. Deduction in respect of certain inter-corporate dividends under Section 80M As per Section 80M of the Indian Income Tax Act, 1961, where domestic companies have declared dividend and are also in receipt of the dividend from another domestic company or a foreign company or a business trust, deduction is allowed with respect to the dividend received as long as the same is distributed as dividend one month prior to the due date of furnishing the return of income under sub-section (1) of Section 139. 128In respect of the Company and its material subsidiary, the deduction under Section 80M is available even if domestic company opts for concessional tax rate under Section 115BAA. 3. Deduction in respect of employment of new employees under section 80JJAA The Company and it’s Material Subsidiary is entitled to claim a deduction of an amount equal to thirty per cent of additional employee cost 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 under section 80JJAA of the Act, subject to the fulfilment of prescribed conditions therein. B. POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY UNDER ACT There is no special direct tax benefit available to the shareholders of the Company for investing in the shares of the Company. However, such shareholders shall be liable to concessional tax rates on certain incomes under the extant provisions of the Income Tax Act, 1961. Further, it may be noted that these are general tax benefits available to equity shareholders, other shareholders holding any other type of instrument are not covered below. 1. Dividend taxation: Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. With respect to a resident corporate shareholder, deduction under section 80M of the Act is available to the extent of dividend received or distributed by the shareholder one month prior to the date for furnishing the return of income under section 139(1), whichever is lower from the dividends received from domestic companies, foreign companies or a business trust. With respect to non-resident shareholder, the provision of the Agreement for Avoidance of Double Taxation (Tax Treaty) entered by the Government of India with the country of residence of the non-resident shareholder will be applicable to the extent more beneficial to the non-resident. Accordingly, non-resident shareholder may, subject to conditions, be subject to tax at a concessional rate for divided income, if any, provided under the relevant Tax Treaty. 2. Shareholders may be subject to India taxes on the capital gains u/s 112A and u/s 111A As per Section 112A of the Act, long-term capital gains arising from the transfer of an equity share on which securities transaction tax (“STT”) is paid at the time of acquisition and sale, shall be taxed at the rate of 12.5% (without applying indexation) [w.e.f. July 23, 2024 by Finance (No.2) Act, 2024] of such capital gains. This is subject to fulfilment of prescribed additional conditions as per Notification No. 60/2018/F. No.370142/9/2017- TPL dated October 01, 2018. It is worthwhile to note that tax shall be levied where such aggregate capital gains exceed INR 1,25,000 in a year. Further, surcharge on long-term capital gains arising from any capital asset, is restricted to 15%. As per Section 111A of the Act, short-term capital gains arising from transfer of equity shares on which securities transaction tax (STT) is paid at the time of acquisition and sale, shall be taxed at the rate of 20%[w.e.f. July 23, 2024 by Finance (No.2) Act, 2024]. Further, surcharge on short-term capital gains taxable under Section 111A, is restricted to 15%. Notes: 1. This Annexure is as per the Indian Income-tax Act, 1961 as amended by the Finance Act, 2025 read with relevant rules, circulars and notifications applicable for the Financial Year 2025-26 relevant to the Assessment Year 2026- 27, presently in force in India. 2. The ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company or its shareholders may or may not choose to fulfil. 3. The Statement has been prepared on the basis that the shares of the Company will be listed on a recognized stock exchange in India. 1294. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership and disposal of equity shares of the Company. 5. This Statement does not discuss any tax consequences in any country outside India of an investment in the equity shares of the Company. The shareholders / investors in any country outside India are advised to consult their own professional advisors regarding possible income tax consequences that apply to them under the laws of such jurisdiction. 6. No assurance is provided that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. C. POSSIBLE SPECIAL TAX BENEFITS TO THE COMPANY UNDER INDIRECT TAX LAWS 1. Possible special tax benefits available to the Company The Company is eligible to avail the benefits provided under Manufacturing and Other Operations in a Warehouse (MOOWR). The scheme allows the importers to import the raw materials & capital goods and deposit them in a private warehouse, by way of filing a bill of entry for warehousing without payment of duties of customs and IGST. The benefits under the scheme is available to a trader or any other person who is removing the goods ‘as such’ subject to payment of applicable interest for warehousing goods beyond a specified time limit. Accordingly, the company may explore the option of MOOWR applicable to it and avail the benefit of tax deferment. 2. Possible special tax benefits available to the Shareholders of the Company There are no special indirect tax benefits available to the shareholders of the Company. 3. Possible special tax benefits available to the Material Subsidiary There are no special indirect tax benefits available to the Material Subsidiary. Notes: 1. The above is as per the current Tax Laws. 2. The above statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership and disposal of equity shares of the Company. 3. This Annexure is intended only to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, the changing tax laws, each investor is advised to consult his/her own tax advisor with respect to specific tax implications arising out of their participation in the Proposed IPO. 4. Our views expressed in this statement are based on the facts and assumptions as indicated in the statement. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. Reliance on this statement is on the express understanding that we do not assume responsibility towards the Investors who may or may not invest in the proposed issue relying on this statement. For the purpose of reporting here, we have not considered the general tax benefits available to the Company, its shareholders and Material Subsidiary under Direct and Indirect Tax Regulations. 130SECTION V – ABOUT OUR COMPANY INDUSTRY OVERVIEW The information in this section is derived from the report titled “Railway Equipment & WTG Industry report”, dated March, 2026 (the “1Lattice Report”), prepared by Lattice Technologies Private Limited (“1Lattice”). We commissioned the 1Lattice Report for the purpose of confirming our understanding of the industry in connection with the Offer. Neither we, nor any of the BRLMs, nor any other person connected with the Offer has verified the information in the 1Lattice Report. Further, the 1Lattice Report was prepared based on publicly available information, data and statistics as of specific dates and may no longer be current or reflect current trends. 1Lattice has used various primary and secondary sources including government sources as well as international agencies to prepare the report. The 1Lattice Report may also be based on sources that base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Further, the1Lattice Report is not a recommendation to invest / disinvest in any company covered in the report. 1Lattice especially states that it has no liability whatsoever to the subscribers / users / transmitters / distributors of the 1Lattice Report. Prospective investors are advised not to unduly rely on the 1Lattice Report when making their investment decision. Unless otherwise stated Fiscal refers to the financial year ended March 31 of that year. 1. Macroeconomic Scenario of the Indian economy 1.1 The global real GDP is expected to rise at ~3.1% from CY24-29, while India is expected to grow at ~6.4% from CY24-29 Global real GDP has increased by ~3.3% in CY24, despite challenges such as higher interest rates, tighter financial conditions, and geopolitical tensions, including Russia’s ongoing war in Ukraine, rising conflict in the Middle East, and turbulent US-China relations with sanctions spanning sectors from solar cells to computer chips. In comparison, India maintained the highest growth rate, with a year-on-year increase of ~6.5% in CY24, expected to grow at an average ~6.4% over CY24-29. India’s medium-term outlook through CY26 remains highly favourable, with real GDP growth projected to average around 6.4–6.5% per year, underscoring sustained momentum as the fastest-growing major economy globally. Continued robust growth is expected to be supported by strong domestic demand, higher investments, and government-led infrastructure expansion, ensuring India maintains its status as an outperformer among major economies through CY26. Real GDP growth for major advanced economies, such as the USA, UK, and Germany, remained subdued in CY24, with growth rates of 2.8%, 1.1%, and -0.2%, respectively, driven by factors including higher interest rates, inflationary pressures, and moderating recoveries from the pandemic. In CY24, India was the standout performer, posting real GDP growth rates of ~6.5%. This growth is primarily driven by strong domestic demand, healthy private consumption, rising investments, and sustained policy support for infrastructure and key sectors. India’s growth prospects are further strengthened by its large and youthful demographic advantage, increasing participation as a global supply chain partner under the China+1 strategy, robust FDI inflows, and the rapid expansion of manufacturing exports. The sustained momentum of India as the fastest-growing major economy further consolidates its position globally. India is currently the fourth-largest economy in CY24, with its growth expected to be driven by manufacturing expansion, digital economy growth, and capex-focused public spending. Continued infrastructure investments under the National Infrastructure Pipeline and growth-oriented reforms are expected to provide strong tailwinds, along with a significant boost from PLI schemes across strategic sectors, including electronics, green energy, and semiconductors. Railways play a pivotal strategic role within the National Infrastructure Pipeline and PLI framework, driving logistics efficiency, supporting large-scale manufacturing clusters, and enabling seamless connectivity for India’s industrial and export ambitions. 131India’s GDP growth is driven by factors like: • Population growth & expanding middle class: India’s growing population, especially the expanding middle class, is increasing and boosting consumer-driven growth. India’s middle class is expected to reach ~644M (~42% of total population) by FY30, from ~516M (~35% of total population) in FY25. • Rising consumer spending: As per World Economic Forum, India’s private consumption, which stood at INR 181.3T in FY25 is projected to exceed INR 372T by FY30 driven by broader economic expansion. • Infrastructure investments: Government focus on infrastructure, including roads, railways, and urban development, enhances productivity and supports long-term economic growth. In FY25-26 budget, the government has allocated INR 11.2T, which accounts for 6.3% of the GDP, towards capital expenditure for FY26. India launched the National Infrastructure Pipeline (NIP), in FY20 which planned an investment of INR 109.85T till FY25. As FY25 concludes, projects worth ~INR 31.1T have been completed and rest are under execution, with strong progress seen across key sectors, supported by sustained capital outlay and private sector participation. • Foreign Direct Investment (FDI) & ‘Make in India’: FDI inflows, supported by initiatives like ‘Make in India’, boost industrial growth, employment, and exports, strengthening the economy. Since the inception of “Make in India”, the nominal GDP of India has increased at a CAGR of 10.9% from ~INR 105T in FY15 to ~INR 330.68T in FY25. • Technological advancements & digital economy: Growing internet penetration and adoption of digital technologies are transforming sectors like e-commerce, fintech, and manufacturing, contributing significantly to GDP growth. The digital economy, which accounted for 4.5% of India’s GDP in FY14, is expected to contribute 20% of the GDP by FY26. 1.2 India’s per capita income stood at ~US$ 2.7K in CY24 and is expected to reach ~US$ 4.1K by CY29 India’s per capita income is expected to rise from ~US$ 2.7K in CY24 to ~US$ 4.1K by CY29, growing at a CAGR of ~8.6%, driven by strong manufacturing, higher agricultural output, and robust government spending, making it the fastest-growing major economy, followed by China (~5.7%), the UK (~4.5%), the USA (~3.5%), and Germany (~2.9%). India is on track to become the world’s 3rd largest economy within the next five years, and its GDP per capita is expected to grow multi fold over the next 25 years, reaching the similar level as China is today, creating immense opportunities for a surge in domestic consumption and strengthening a vital pillar of the Indian economy. This remarkable rise is being fuelled by the government’s large-scale infrastructure push under NIP and accelerating urbanisation. India’s urban population is projected to increase from about ~37% in CY24 to ~40% by CY29, adding over 400M people to urban areas by CY50. Both factors are driving productivity gains, greater employment, and domestic consumption across India’s growth centres. 1321.3 India’s Gross Fixed Capital Formation (GFCF) stood at 29.6% of GDP in CY24, ahead of major developed economies Gross Fixed Capital Formation (GFCF), as a percentage of GDP, underscores the investment landscape across top global economies and highlights India’s robust capital expenditure trends in recent years. India’s GFCF ratio has consistently ranged between 27% and 31% over the past decade, outpacing several developed peers such as the USA (20-22%), UK (17–18%), and France (21-24%), and signalling the nation’s ongoing infrastructure drive and private sector capex momentum. While China remains higher than India with a GFCF consistently above 41%, India’s sustained investment levels reinforce its structural growth story and resilience against cyclical downturns, positioning it as one of the most dynamic investment destinations among emerging markets. India’s GFCF peaked at 42% in CY07, declined steadily to 27% by CY20, and then gradually recovered to 30% by CY24. This reflects strong investment in the early 2000s, a slowdown in the 2010s, and a recent partial rebound. This gradual recovery is driven by sectors such as residential construction, power, and emerging areas like defence, railways, and data centres. Flagship government initiatives such as the Production Linked Incentive (PLI) scheme and Make in India are driving sectoral growth, boosting new capital formation, encouraging technology adoption, and enhancing export competitiveness, particularly in manufacturing, electronics, and allied industries. 1.4 In FY25, the electricity, gas, water supply & other utility services segment accounted for 2.4% of India’s GVA, reflecting the country’s growing momentum in renewables and sustainable energy infrastructure development GVA (Gross Value Added) and GDP (Gross Domestic Product) are closely linked but distinct measures. GDP captures the total value of goods and services produced in a country, while GVA reflects the value contributed by each sector after subtracting intermediate consumption. GVA’s sectoral detail is critical for analysing productivity trends, tracking India’s structural shift from agriculture to services and manufacturing, and informing evidence-based policymaking. In FY25, the financial, real estate & professional services segment was the highest contributor to GVA in India with 23.8%, followed by trade, transport and related services with 18.5% and manufacturing with 17.2%. In FY20, the financial, real estate & professional services segment was the highest contributor to GDP with 21.9% followed by trade, transport and related services with 20.3% and manufacturing with 17.1%. 133Electricity, gas, and utility services are increasingly central to India’s growth story, propelled by rapid renewable energy adoption and a strong policy push for sustainability and energy security. The sector is advancing through record capacity additions in solar, wind, and green hydrogen, supported by major transmission upgrades and robust investment, enhancing power availability and reliability for industries and households. This transformation is accelerating India’s progress toward clean energy targets, strengthening its competitive position, and fostering broad- based economic expansion. 1.5 Investment trend in infrastructure 1.5.1 India’s capital expenditure was 4.3% of GDP in FY25, reflecting sustained government focus on infrastructure Capital expenditure (Capex) refers to investments made by the government or businesses in creating or upgrading long-term assets such as infrastructure, machinery, and technology. It plays a pivotal role in driving economic growth by enhancing productive capacity, boosting employment, and crowding in private investment. India’s capital expenditure has witnessed a marked expansion over the past decade, rising from 2.6% of GDP in FY19 to 4.3% in FY25, driven by both direct government spending and grants-in-aid for asset creation. The central government’s strategic push, reflected in core capex scaling up from 1.7% to 3.1% between FY19 and FY25, alongside increased allocation towards grants-in-aid, has propelled effective capital expenditure to new highs. This sustained uptrend highlights a strong policy commitment to infrastructure development and public investment, bolstering long-term productivity and supporting India’s economic growth ambitions. 1.5.2 Key government initiatives • PM Gati Shakti master plan: Launched in CY21, PM Gati Shakti is an integrated national master plan focused on multi-modal connectivity and infrastructure development across seven sectors, including roads, 134railways, ports, airports, and logistics. It leverages a total of 1,614 data layers and has assessed 208 large- scale projects collectively valued at US$ 175.5B. The initiative coordinates ministries and departments using a centralised GIS-based portal, optimising project execution and reducing duplication. Its pillars include comprehensiveness, prioritisation, optimisation, synchronisation, analytical tools, and dynamic monitoring to streamline large-scale infrastructure investments and foster economic growth. • NIP (National Infrastructure Pipeline): Announced in CY19, the NIP is a sector-wise investment roadmap, targeting energy, transport, water, and urban sectors. NIP covers both greenfield and brownfield projects, aiming to boost investor confidence and ensure inclusive, sustainable growth. Under the NIP, a projected investment of US$ 1.27T has been earmarked for FY20-25. Its core goals are to eliminate infrastructure bottlenecks, support India’s GDP ambition, and strengthen project planning and delivery through coordinated public and private investments. • Production Linked Incentive (PLI) scheme: Launched in CY20, the PLI scheme provides financial incentives to domestic and foreign firms based on incremental sales, to boost local manufacturing and reduce import reliance. Initially targeting electronics and pharmaceutical sectors, it now covers 14 industries, including automotive, textiles, solar PV modules, and advanced batteries. Its objectives include promoting high-quality manufacturing, generating jobs, enhancing India’s export competitiveness, and attracting global investment for resilient supply chains. • Make in India initiative: Started in CY14, Make in India is a flagship program designed to attract investment, foster innovation, develop skills, and build advanced manufacturing infrastructure in India. It aims to increase the manufacturing sector’s GDP share and create millions of new jobs by making India an appealing global destination for production and exports. The initiative streamlines regulations, improves the Ease of Doing Business, and seeks export-driven industrial growth across 27 priority sectors. • Renewable energy policy: India’s renewable energy strategy targets 500GW of installed capacity by 2030, prioritising solar, wind, green hydrogen, and related infrastructure. Renewable energy installed capacity is at ~237.5GW as of FY25, with solar power at ~119GW. The policy aims to support energy security, climate goals, local manufacturing, and grid modernisation, positioning India as a global leader in clean energy growth. 1.5.3 Integrated infrastructure push: India’s US$ 1.27T investment drive under PM Gati Shakti & NIP to power long-term growth India’s strategic infrastructure transformation is anchored by government-led initiatives such as the PM Gati Shakti National Master Plan and the National Infrastructure Pipeline (NIP), which collectively aim to catalyse economic growth through integrated, technology-driven development. • Under the NIP, a projected investment of US$ 1.27T has been earmarked for FY20-25, with approximately 70% of outlays allocated to core sectors such as energy, transport, logistics, and urban infrastructure. • The PM Gati Shakti platform, launched in FY21 and encompassing 44 Central Ministries and all States/UTs, leverages a total of 1,614 data layers and has assessed 208 large-scale projects collectively valued at US$ 175.5B. • Out of 8,063 projects under the Smart Cities Mission, 7,626 have been completed, while national targets include developing 200,000km of highways and bringing 35 Multi-Modal Logistics Parks online by FY25, underscoring India’s robust and coordinated approach to long-term infrastructure expansion. 1.5.4 Indian Railways invests INR 2.62L Cr in FY25 to modernise infrastructure, expand networks, and improve safety India’s railways sector is experiencing record modernisation, supported by a historic capital expenditure outlay of INR 2.62L Cr in FY25, aimed at expanding high-density rail networks and improving port connectivity corridors. Key initiatives include large-scale electrification, deployment of semi-high-speed trains, and the comprehensive station redevelopment mandate under the Amrit Bharat scheme, targeting 1,309 stations for transformation and multimodal integration. These efforts are complemented by the ongoing expansion of the Vande Bharat semi-high-speed train network and the Mumbai-Ahmedabad bullet train project, both pivotal to enhancing speed, connectivity, and technology adoption across India’s rail system. These investments are also catalysing strong demand for advanced components, rolling stock, and safety technologies, reinforcing India’s position as a rapidly modernising railway hub. India’s railways have achieved record milestones, with freight loading reaching an all-time high of 1,588MT in FY24, up from 1,095MT in FY14, as the sector moves toward the ambitious goal of 3,000MT by FY30. The pace of 135infrastructure growth has accelerated dramatically, the network commissioned 31,180 track km in the past decade, and daily track laying rose from 4 km per day in FY14 to 14.5 km per day in FY23. Indian railways have electrified a total of 41,655 km between FY14 and FY24, which has dramatically boosted operational efficiency, while targeted investments continue to advance industrial clusters and multimodal connectivity through specialised corridors focused on energy, minerals, cement, and port access, aligning India’s railways with the broader vision of PM Gati Shakti for logistics cost reduction and sustainable growth. 1.5.5 India hits 237GW RE, expands logistics & industry via PLI and make in India India is witnessing a phase of transformative economic expansion, driven by integrated infrastructure planning, renewable energy growth, and targeted industrial incentives. Strategic government programs are fostering connectivity, reducing costs, and propelling manufacturing competitiveness, setting the foundation for sustainable growth through FY47 and beyond. • PM Gati Shakti Master Plan launched in FY21, integrating seven key sectors including roads, railways, ports, and logistics infrastructure. • Targets logistics cost reduction to global benchmarks by FY30 using GIS-based dynamic mapping. • Renewable energy installed capacity at ~237.5GW as of FY25, with solar power at ~119GW. • National target of 500GW renewable capacity by FY30 under MNRE initiatives. • Renewable push supported by solar parks, PLI for PV modules, and the Green Hydrogen Mission. • PLI and make in India driving industrial growth, especially in electrical and capital goods sectors for domestic manufacturing and exports. India’s economy remains resilient and poised for sustained growth, driven by robust domestic demand, strategic infrastructure investments, and a dynamic manufacturing sector supported by initiatives like PLI and Make in India. Renewable energy expansion and integrated logistics planning under programs such as PM Gati Shakti are enhancing productivity and reducing costs. These macroeconomic trends collectively create a conducive environment for industrial growth, export competitiveness, and long-term economic stability. 2. Indian railway infrastructure 2.1 Overview of the railway infrastructure industry 2.1.1 Introduction to the role & scale of railways in India’s infrastructure ecosystem Indian Railways is currently the 4th largest railway system in the world, with a vast network spanning ~69,800 route kilometres, administered by the Ministry of Railways and the Indian Railways Board. Serving every state and major city, it functions as the backbone of India’s logistics and passenger mobility ecosystem. As of FY24, Indian Railways operated a vast network comprising ~91,948 passenger coaches, ~327,991 wagons, and access to 7,461 stations, enabling cost-effective connectivity across both urban & rural regions. During the year, it transported ~6,905M passengers & handled ~1,589.9M tonnes of freight, underscoring its scale & central role in India’s economy. The network has set an ambitious goal to triple its cargo load capacity to ~3,000 MT by CY27, reflecting a strong focus on freight efficiency & infrastructure expansion. As of CY25, daily ridership stood at ~18M passengers, highlighting the railway’s critical contribution to mass mobility nationwide. To guide long-term growth & enhance the efficiency of the railway network, the Government of India introduced the National Rail Plan (NRP), a strategic framework aimed at creating a “future-ready” rail system by CY30. The plan focuses on capacity enhancement, infrastructure modernisation & modal shift from road to rail for both freight & passenger movement. Under the NRP, the share of freight traffic by rail is targeted to increase from the current ~27% to ~45% by FY30, supported by large-scale infrastructure initiatives. A key measure includes the construction of dedicated freight corridors (DFCs) along high-density routes to arrest the declining market share of railways & strengthen its competitiveness. The plan also aims to substantially reduce freight transit time by increasing the average speed of freight trains to 50 kmph, alongside the completion of eastern & western DFCs & the development of additional corridors to further decongest existing routes & enhance network capacity. 136Further, to encourage private sector participation and expand cargo handling infrastructure, the government launched the Gati Shakti Multi-Modal Cargo Terminal (GCT) Policy in CY21. The policy facilitates industry-led investment in developing new terminals for handling rail cargo, with locations identified based on regional demand and cargo potential. By CY25, Indian Railways is set to commission 100 GCTs, while additional locations have been provisionally identified across various states for future development. By connecting remote regions and providing affordable mass transit, Indian Railways not only underpins the national market but also plays a crucial role in driving economic growth, generating employment, and facilitating urbanisation. 2.1.2 Indian Railways, powering economic growth through affordable logistics, passenger mobility, and national integration Indian Railways is a secure, affordable, and efficient transport backbone, carrying a significant share of India’s freight and providing the most economical mass transit. Beyond mobility, it generates large-scale employment, drives industrial growth, and fosters national integration. With electrification and dedicated freight corridors, the sector is enhancing sustainability, efficiency, and competitiveness, aligning with India’s US$ 5T economy vision. 2.1.3 Indian railway infrastructure is shaped by diverse stakeholders and strengthened through PPP models The Indian railway infrastructure sector is shaped by a wide set of stakeholders spanning the central government, production units, metro corporations, and private players. While the Ministry of Railways and the Indian Railways Board remain the apex authorities, operations and development are increasingly supported by specialised bodies, public enterprises, and growing private sector participation. Public-Private Partnership (PPP) models have become integral, especially in station redevelopment, freight infrastructure, and rolling stock procurement, helping reduce the public funding burden while bringing in global expertise and efficiency. The supplier ecosystem within Indian Railways is structured and tiered based on the criticality of components, level of technological integration, and nature of engagement with production units and OEMs. Manufacturers supplying high-value, safety-critical and performance-intensive components typically operate under stricter qualification norms and long-term procurement frameworks established by the Ministry of Railways and its production units. Within this ecosystem, Category 1 suppliers generally refer to manufacturers that supply mission-critical components directly to Indian Railways’ production units, locomotive factories, coach factories, or approved rolling stock OEMs. These suppliers are typically subject to rigorous technical validation, RDSO approvals, and compliance with international quality certifications such as IRIS and ISO standards. Their role often extends beyond manufacturing to include design support, testing validation, and long-term supply partnerships, making them integral to the railway value chain. Other suppliers within the ecosystem include sub-component manufacturers and ancillary vendors who primarily support Tier-1 manufacturers through specialised part manufacturing and machining services. 137The supply of traction systems and related locomotive components is subject to rigorous testing, certification, and validation requirements mandated by railway authorities and OEMs, creating significant barriers to entry while ensuring high standards of safety, reliability, and operational performance. The supplier landscape of Indian Railways can be broadly illustrated based on functional hierarchy and level of integration within the value chain, as depicted below: Major stakeholders & public-private participation landscape Government & Key production units regulatory bodies Integral coach factory Ministry of railways (Chennai) Indian railways board Rail coach factory Research design & standards (Kapurthala) organisation (RDSO) Modern coach factory (Raebareli) Banaras locomotive works Chittaranjan locomotive works Metro Corporations Private sector & PPP participation Delhi metro rail corporation (DMRC) Adani -station Bangalore metro rail redevelopment and logistics corporation (BMRCL) infrastructure Chennai metro rail limited Alstom, Titagarh, (CMRL) Bombardier -metro coach Kolkata metro rail Operational structure manufacturing and supply corporation (KMRCL) IRCTC -catering, tourism, Mumbai metropolitan region and online ticketing development authority Pioneer Filmed -traction (MMRDA) Indian railways is divided motor, alternators, &other into 17 zones handling rolling stockcomponents regional operations TitagarhRail Systems - propulsion systems, couplers & gears, etc. 2.1.4 Metro coach manufacturing facilities in India and their growing capabilities India has developed one of the world’s largest & most self-reliant metro and rolling stock manufacturing ecosystems. As of April 2017, under the Make in India initiative, the government has mandated domestic procurement of at least 75% of metro cars and 25% of key equipment and sub-systems. The sector is evolving into a key pillar of sustainable urban mobility, supported by strong domestic demand & global partnerships. With this, India’s operational metro network has grown from ~248 km across 5 cities in CY14 to ~1,013 km across 23 cities by CY25, with average daily ridership rising from ~28L to ~1.12 Cr. The pace of commissioning new lines has accelerated from ~0.68 km/month from CY24 to ~6 km/month by CY25, reflecting the growing public preference for metro-based transit. India has invested ~INR 2.5L Cr & built ~2K metro coaches domestically, with annual budgets increasing from INR 5,798 Cr in FY14 to INR 34,807 Cr in FY26. Ongoing & planned projects: • ~900 km of new lines under construction • Key projects: Pune Metro Phase 2 (~12.8 km), Ahmedabad Metro extension (~6 km), Bangalore Metro Phase 3 (~45 km) • Delhi Metro: multiple corridor extensions 138• Water metro projects in ~24 cities to replicate Kochi Metro model • International partnerships (e.g., JICA co-funding Mumbai Metro Line 3) • Technological upgrades: driverless operations, solar-powered stations • Metro Rail Policy (CY17): CMPs, UMTAs, mandatory private participation, minimum EIRR ~14% for central funding Vande Bharat highlights: • Developed by Integral Coach Factory, Chennai • First service launched in CY19 on New Delhi–Varanasi route • As of CY24: 102 services (~51 trains) across electrified broad-gauge network • Occupancy rate: ~96.6%, reflecting strong passenger acceptance • Symbolises India’s growing capability in high-speed train manufacturing and self-reliant rail engineering 2.1.5 Fleet replacement in Indian Railways, driving sustained demand for modern rolling stock Indian Railways operates one of the largest rolling stock fleets globally, but a significant share is approaching the end of its economic life. While policy guidelines prescribe replacement after 30 years of service, a sizeable backlog has emerged, creating sustained demand for new wagons, coaches, and locomotives. This replacement cycle represents a recurring opportunity for rolling stock manufacturers, further supported by annual procurement programmes and metro system expansion. • Current fleet (FY24): 327,991 wagons, 91,948 passenger coaches, and 15,110 locomotives. • Replacement guidelines: Service life capped at 30 years. • Backlog concerns: The Comptroller and Auditor General (CAG) of India has flagged a significant backlog in the timely replacement and renewal of over-aged rolling stock and critical railway assets. Many assets have exceeded their recommended service life, raising concerns about safety. Insufficient funding has contributed to this backlog, underscoring the urgent need for sustained investment to maintain safety and efficiency. • Rolling stock programme: Annual procurement and replacement targets emphasise safety, operational productivity, and emission reduction. 139• Ageing fleet bottlenecks: The ageing of the rolling stock fleet in India is becoming evident, with LHB coaches, one of the primary passenger coach types, reflecting increased asset failures of ~13.4 per 100 coaches. 2.1.6 Indian Railways’ modernisation drive, enhancing efficiency, safety, and long-term investment value Indian Railways is undergoing one of the largest modernisations drives in its history, aligning with global benchmarks on safety, efficiency, sustainability & passenger experience. The transformation spans network electrification, adoption of digital signalling, deployment of indigenous train protection technology, introduction of next-generation trainsets & use of advanced materials in rolling stock manufacturing. A key initiative under this drive is Kavach, an indigenously developed Automatic Train Protection (ATP) system, designed to automatically apply brakes if the loco pilot fails to do so and ensure safe operations even in adverse weather. After successful trials & safety assessments, Kavach was adopted as India’s national ATP system in CY20. The system has now been deployed across ~1,465 route Km on South Central Railway, with the upgraded Kavach 4.0 approved in CY24, marking a major step towards achieving SIL-4 certified safety standards. As per the economic survey of FY25, ~17 new pairs of Vande Bharat trains were introduced & ~228 coaches produced between April-October of CY24. The modernisation push also extends to logistics, with ~91 Gati Shakti Multi-Modal Cargo Terminals commissioned & ~17 PPP projects worth ~INR 16K Cr completed, reflecting the government’s commitment to a modernised, technologically advanced & integrated rail ecosystem. In parallel, the Amrit Bharat Station Scheme (ABSS) represents another major pillar of Indian Railways’ modernisation agenda, aimed at transforming passenger experience & urban integration through systematic station redevelopment. As of CY23, ~1,275 railway stations had been identified under the scheme for phased development, with each station planned individually based on specific local needs and potential. By CY25, significant progress has been achieved, with ~103 Amrit Bharat stations inaugurated across 18 states. The scheme focuses on improving passenger amenities, building sustainable infrastructure & ensuring multimodal connectivity, reflecting the government’s vision to make railway stations the “new city centres” of modern India. 2.2 Indian railway network 2.2.1 The Indian Railways network is defined by its vast scale, rapid electrification, structured zonal operations, and ongoing capacity expansion Indian Railways is among the 4th largest rail networks globally, serving as the backbone of India’s passenger and freight mobility. With rapid electrification, infrastructure expansion, and digital modernisation, it is positioning itself as a sustainable, future-ready transport system critical to India’s long-term growth. 140• Network scale: ~69,800 Km route length as of August 2025, dominated by broad gauge for high capacity and interstate connectivity. • Electrification & sustainability: ~99.1% of the network is electrified as of August 2025, targeting 100% by FY30 to cut costs and support India’s climate goals. • Administrative framework: Managed through 17 zones and 68 operational divisions for decentralised oversight and operational efficiency. • Station network: >7.4K passenger stations, with a daily ridership of ~18M, ranging from rural halts to world- class metropolitan hubs, ensuring inclusivity and commerce. • Track infrastructure: ~34K Km of tracks with high-density multi-track sections, supported by doubling and gauge conversion projects. • Dedicated Freight Corridors (DFCs): The Ministry of Railways is developing DFCs to decongest passenger routes & enhance freight efficiency across the country. Two key corridors - the Eastern DFC from Ludhiana to Sonnagar (~1,337 km) & the Western DFC from Jawaharlal Nehru Port Terminal (JNPT) to Dadri (~1,506 km), together span ~2,843 route Km, forming the backbone of the Indian freight corridor. As of FY25, ~96.4% of the total route length has been commissioned & made operational, with the balance section in the final stages of completion. These corridors collectively form the East-West industrial artery, facilitating faster & more efficient freight movement between major ports & inland industrial hubs. In addition to these, the Ministry has also undertaken the preparation of Detailed Project Reports (DPRs) for three new DFCs to expand the network. These include the East-Coast Corridor (Kharagpur-Vijayawada), the East-West Corridor comprising Palghar-Bhusawal-Nagpur-Kharagpur-Dankuni & Rajkharsawan-Kalipahari-Andal sections, & the North- South sub corridor (Vijayawada-Nagpur-Itarsi). • Manufacturing & maintenance: India has developed an indigenous manufacturing & maintenance ecosystem comprising locomotive & coach factories, depots, freight terminals and signalling units. Part of this ecosystem is supported by key domestic suppliers such as BHEL, NBC Bearings, Saini Electricals, Pioneer Fil-med, and others that manufactures critical railway components including traction motors, alternators, filters & locomotive parts, contributing to self-reliance & reduced import dependence in the sector. • Digital & safety modernisation: Deployment of advanced signalling systems, digital interlocking & real- time asset monitoring, supported by Kavach, India’s indigenously developed Automatic Train Protection (ATP) system, to enhance operational safety & efficiency. • Future readiness: National Rail Plan CY30 drives capacity expansion, corridor development, and decarbonisation initiatives. 2.2.2 Indian Railways continues to drive mobility & economic growth through recovering passenger volumes & resilient freight performance Passenger traffic declined sharply from 8,086B in FY20 to 1,250B in FY21 due to the COVID-19 pandemic, marking an unprecedented drop in ridership. The sector then rebounded, reaching 6,905B in FY24, representing a CAGR of 76.7% over FY21-24. Recovery was supported by government investments in network expansion, modern rolling stock and digital ticketing, reinforcing railways’ role in enhancing mobility and economic growth. However, traffic volumes have not yet fully returned to pre-pandemic levels. 141Market growth is driven by sustained investments in railway infrastructure, high-speed corridors & network expansion, which are enhancing travel efficiency and fuelling strong growth in passenger traffic across India. Indian Railways’ freight traffic demonstrated steady growth, rising from ~1,212MT in FY20 to a peak of ~1,590MT in FY24, reflecting a CAGR of ~7.0% over FY20-24. As of December 2024, preliminary FY25 data indicate a moderation to ~905 MT. This trajectory underscores the sector’s resilience & operational efficiency, even amid fluctuating demand and logistical challenges. Market growth was driven by strategic infrastructure investments, expansion of DFCs, & policy initiatives under the National Rail Plan, which are enhancing capacity, efficiency, and reliability in India’s freight transport network. 1422.3 Indian government support and initiatives The Government of India continues to play a pivotal role in modernising and expanding Indian Railways, providing strong policy direction and substantial financial support for infrastructure development. In the FY25 Union Budget, an allocation of INR 2,650B was announced, the highest-ever outlay for Indian Railways, with a focus on network electrification, technological upgrades, and station redevelopment. As per FY24, Indian Railways, was one of the world’s largest employers with ~12.54L employees. BY FY25, it facilitated more than 18M passenger journeys daily, underscoring its role as a critical enabler of socio-economic integration and inclusive growth. 2.3.1 Indian Railways is transforming passenger experience and safety through digitalisation, modern trains, and upgraded stations. Indian Railways’ modernisation strategy focuses on digital innovation, enhanced safety, and improved connectivity. Passenger convenience has been elevated through streamlined ticketing, real-time updates, and efficient grievance management. Safety measures are being strengthened with advanced indigenous technologies replacing legacy systems to ensure secure operations. Connectivity and speed are being enhanced through the introduction of modern train services, while stations are being upgraded with world-class facilities, improved amenities, and sustainable infrastructure. These efforts collectively reflect a strong commitment to operational excellence, passenger experience, and long-term growth. 2.3.2 The Indian transport budget (across all modes) has risen over the past five years, highlighting focus on capacity expansion and modernisation Over the past five years, the budgetary outlay for all modes of transport in India has steadily increased, reflecting the government’s focus on expanding capacity and modernising infrastructure. According to the Union Budget published by the Ministry of Finance, capital expenditure rose from INR 1,365B in FY20 to INR 5,259B in FY26, representing a CAGR of ~31%. Railways have consistently accounted for a share ranging from 40-50% over this period. 2.3.2.1 India’s railway capital expenditure has grown from INR 678B in FY20 to INR 2,520B in FY25, supporting modernisation, electrification, and domestic capacity expansion India’s railway capital expenditure increased from INR 678B in FY20 to INR 2,652B in FY25, recording a CAGR of 30.0% over FY20-25. This growth underscores the government’s commitment to railway modernisation, electrification, 143and urban transit, as well as the rising need for efficient passenger and freight movement. Capacity additions in infrastructure, locomotives, and rolling stock are being driven by domestic manufacturing, in line with the “Make in India” initiative. 2.3.2.2 Trends in internal and external budgetary support Over the last five years, Indian Railways has seen a clear shift in the way its capital expenditure is financed. While earlier a significant portion of investment came from extra-budgetary resources and internal revenue, the reliance on these sources has gradually decreased. Today, most of the funding comes from direct Gross Budgetary Support (GBS) from the central government, providing stable and predictable financing for major projects. Internal resources continue to contribute a modest share, constrained by operating costs and limited surplus generation. This trend ensures that key initiatives such as electrification, safety upgrades, network expansion, and modernisation are backed by strong government support, reducing dependence on borrowing and enhancing fiscal sustainability. 2.3.3 Indian Railways’ capital expenditure is now primarily funded through gross budgetary support, ensuring stable and sustainable modernisation Indian Railways is accelerating modernisation and capacity expansion through active private sector participation. Initiatives such as Gati Shakti, the National Logistics Policy, GPWIS, and LSFTO create a supportive framework for private investment. The PPP model, backed by IRFC, mobilises market funds for rail corridors, terminals, and workshops, while private operators manage freight, logistics, and digital services. These efforts are driving cost efficiencies, improved service quality, and long-term infrastructure growth. 1442.3.4 The National Rail Plan envisions a world-class railway network that meets future demand and drives efficiency and sustainability The National Rail Plan (NRP) serves as a comprehensive long-term strategic vision crafted by Indian Railways to develop a future-ready railway system by CY30, designed to cater to the projected growth in both passenger & freight demand up to CY50. The plan focuses on capacity creation ahead of demand, enhancing operational efficiency and increasing the modal share of rail freight to 45%. It integrates modern infrastructure development, technology adoption & policy reforms to transform Indian Railways into a world-class, sustainable, and efficient transport network. As part of the NRP, vision for CY24 was launched to fast-track key projects such as 100% electrification, multi- tracking of congested routes, and upgradation of speeds to 160 Kmph on the Delhi-Howrah and Delhi-Mumbai routes & 130 Kmph on all other Golden Quadrilateral-Golden Diagonal (GQ/GD) corridors. Additionally, 58 supercritical projects covering ~3,750 Km with an investment of ~INR 39,663 Cr & ~68 critical projects covering ~6,913 Km with & investment of ~INR 75,736 Cr were set for completion by CY24. The NRP also outlines significant proposed expenditure across major infrastructure segments, including the expansion of Dedicated Freight Corridors (DFCs) beyond the existing Western & Eastern DFCs, identification of new high-speed rail corridors and modernisation of rolling stock encompassing locomotives, passenger coaches and freight wagons. These investments are aimed at improving capacity, speed, and sustainability while strengthening India’s overall logistics and mobility framework. Collectively, the initiatives under the NRP represent a substantial, forward-looking investment blueprint to establish a modern & efficient railway network by vision for CY30. 2.3.4.1 The NRP envisions a modern and efficient railway system by CY30 to support India’s growth and sustainability goals The NRP’s vision for CY30 centres on creating a robust, modernised, and efficient rail system capable of supporting India’s economic growth and sustainability goals. Key objectives include: 2.3.4.2 The NRP focuses on expanding capacity and optimising the network through technology and integrated planning The NRP places a strong emphasis on expanding physical capacity to meet future demand while optimising the existing network through technology and integration. It embodies a paradigm shift in Indian Railways’ approach by integrating network development with commercial and operational policies, ensuring that capacity is proactively created ahead of demand and coordinated across modes, regions, and economic sectors. 1452.3.5 Foreign direct investment in Indian Railways has grown steadily, supporting modernisation and infrastructure development Foreign Direct Investment (FDI) in Indian Railways has steadily increased since the government allowed 100% FDI under the automatic route for most railway infrastructure sectors in CY14 (excluding operations like passenger services and safety). By December 2024, cumulative FDI inflows in railway-related components had reached INR 91.5B, reflecting sustained global investor interest and government policy focus on rail modernisation. Policy instruments like the Participative Policy and the push for station redevelopment via Public-Private Partnership (PPP) models have significantly broadened FDI avenues, including station upgrades, private freight terminals, urban transit projects, and automatic signalling systems. 2.3.5.1 Latest trends highlight global players driving FDI, technology, and PPP-led modernisation of Indian Railways toward eco-friendly, high-speed growth by CY30 Latest trends • In recent years, global participation in Indian Railways has intensified, with leading multinational firms from France (Alstom), Japan (Hitachi), Germany (Siemens), and the US (GE) investing heavily in locomotive manufacturing plants, advanced signalling systems, and rolling stock production as part of major infrastructure projects like dedicated freight corridors and high-speed rail corridors. • Alstom continues operating the largest FDI project in Indian Railways with its Madhepura electric locomotive factory, supporting the government’s vision of an eco-friendly and modern fleet. Japan remains a key partner in projects like the Mumbai-Ahmedabad bullet train, employing Shinkansen technology for ultra-high-speed rail services. • Firms such as Alstom, GE Transportation, and Talgo have expanded their local footprint with integrated manufacturing and R&D facilities, driving technology transfer and indigenous supply chain development under the ‘Make in India’ program. Policy and outlook • India’s FDI policy in railways encourages 100% foreign direct investment under the automatic route for most railway infrastructure areas, including suburban rail, high-speed trains, dedicated freight lines, rolling stock manufacturing, signalling, and telecommunications, excluding operations for passenger train services, which remain government controlled. • The government has accelerated station redevelopment, awarding contracts for over 50 stations to private and foreign investors, which fosters further inflows of FDI and introduces global best practices in urban rail infrastructure. 146 N C a p a c ity c re a tio n C o n s tru c tio n an d c o m m issio n in g o f d ed ic a te d fre ig h t c o rrid o rs c o v e rin g 8 ,6 5 7 k m b y C Y 5 0 to s eg re g a te fre ig h t a n d p a ss e n g er traffic fo r b ette r sp ee d an d e ffic ie n cy D o u b lin g a n d trip lin g o f k e y ro u te s a lo n g th e G o ld e n Q u a d rila te ral a n d G o ld e n D ia g o n al w ith sp e e d u p g ra d es to 1 3 0 -1 6 0 k m p h o n se le c t p as se n g e r c o rrid o rs 6 6 % o f railw ay c ap e x till C Y 3 1 fo c u se s o n c o re u p g ra d e s in c lu d in g d o u b lin g , y ard re m o d e lin g a n d a d v a n c e d s ig n alin g to b o o st fu tu re c a p a c ity ote(s): N ational R ail Plan, E xport-Im port1 2 N R P : K e y str a te g ic p illa r s M u ltim o d a l in te g ra tio n 1N R P p lan s d ire c t ra il lin k a g e fo r k ey in d u stria l, a g ri, a n d lo g istic s c lu s te rs th ro u g h 2 0 0 + p riv a te freig h t te rm in a ls a n d m u ltim o d a l p a rk s b y C Y 3 0 U n ifie d s c h e d u lin g a n d in te g ra te d la st-m ile lin k s w ill e n a b le sm o o th tra n sfe r a c ro s s ra il, ro a d , p o rt, a n d w a te rw a y s a t k e y h u b s F re ig h t b y p a sse s a t m a jo r c ities w ill e a se b o ttle n e c k s an d im p ro v e ca rg o h an d lin g a n d in te ro p e rab ility fo r 2d o m es tic a n d E IM tra d e N e tw o r k o p tim is a tio n N R P ta rg e ts ra isin g a v e ra g e freig h t sp e e d fro m b e lo w 2 5 k m p h to 5 0 k m p h b y C Y 3 0 v ia c o o rd in a tio n , c a p a c ity e x p a n sio n , a n d ro u te ra tio n a lisa tio n A s o f A u g u st 2 0 2 5 , ~ 9 9 .1 % o f b ro a d -g au g e ro u te s w ere e le ctrifie d , w ith fu ll e le c trifica tio n p la n n ed b y C Y 3 0 fo r effic ien c y a n d e m is sio n c u ts N e tw o rk o p tim isa tio n in clu d e s n atio n w id e ro llo u t o f K av a c h o n h ig h -d en sity co rrid o rs p lu s d ig ita l a sse t m a n a g e m e n t a n d p re d ic tiv e m ain te n a n c e• With India targeting a massive US$ 750B investment in railway infrastructure by CY30, expanding PPP frameworks and bundling land and commercial development rights alongside FDI expected to bring sustained foreign capital and expertise, while safety and operational control remain with Indian Railways. 2.3.6 Other policies and initiatives Indian Railways continues to pursue several transformative policies and initiatives to modernise infrastructure and operations, improving passenger experience and operational efficiency. These efforts are integral to building a future- ready railway ecosystem supporting India’s economic growth and sustainability targets. 2.3.6.1 Station redevelopment private train operations and Make in India initiatives driving investment efficiency and domestic manufacturing in Indian Railways Indian Railways is undergoing major transformation through station redevelopment, private train operations, and Make in India initiatives, with a strong focus on modernisation, sustainability, passenger experience, and indigenous manufacturing to enhance connectivity, self-reliance, and global competitiveness. 2.4 Rolling stock in India, modernising rail mobility through innovation, safety, and capacity expansion The rolling stock sector is a vital component of national infrastructure, encompassing the design, manufacturing, operation, and maintenance of railway vehicles such as locomotives, coaches, freight wagons, and metro cars, all of which play a key role in transporting passengers and cargo across extensive networks. This industry is distinguished by its capital-intensive nature, technological innovation, and a strong focus on modernisation initiatives such as the introduction of advanced trains like Vande Bharat, automated monitoring technologies, and enhanced production capabilities. Investments in rolling stock drive operational efficiency, safety, and connectivity, supporting the growth and competitiveness of the broader railway ecosystem and underpinning India’s ambitions to expand and upgrade its rail network . 1472.4.1 India’s rolling stock additions are projected to grow steadily, with a clear shift toward higher growth in wagon, while coach and locomotive segments see moderate growth, reflecting continued modernisation of passenger and freight operations The annual addition of rolling stock in India has seen a sharp acceleration across categories. In FY20, around 23,697 units were added, with wagons forming the majority at 65.0%, followed by coaches at 31.0% and locomotives at 3.0%. By FY25, total additions increased to 50,544 units, with wagons further strengthening their dominance at 83.0%, while coaches declined to 14.0% and locomotives remained stable at 3.0%. Looking ahead to FY30, total rolling stock additions are projected to reach ~2,04,011 units, with wagons accounting for a significant 93.0% share, while coaches and locomotives contribute 6.0% and 1.0%, respectively. Over FY25-30, wagons are expected to grow the fastest at a CAGR of 35.2%, compared to 11.0% CAGR for both coaches and locomotives. 2.4.2 India’s rolling stock market is projected to rise from INR 480.7B (US$ 5.7B) in FY25 to INR 1,482.6B (US$ 17.5B) in FY30, with a CAGR of 25.3% The Indian rolling stock market, segmented into wagons, coaches, and locomotives, has witnessed robust growth in recent years. The market was valued at INR 243.7 B (US$ 3.5B) in FY20, with coaches accounting for 54.0%, locomotives 33.7%, and wagons 12.3%. By FY25, the total market value nearly doubled to INR 480.7 B (US$ 5.7B), with coaches at 42.7%, locomotives at 35.1%, and wagons rising to 22.2%. Looking ahead, the market is projected to reach INR 1,482.6B (US$ 17.5B) by FY30, with wagons at 40.2%, coaches 37.2% and locomotives 22.7%, supported by increasing investment in freight modernisation and passenger infrastructure upgrades. During FY25-30, wagons are expected to grow fastest at a CAGR of 41.0%, followed by coaches at 21.8% and locomotives at 14.8%, reflecting a strong push toward capacity creation across both freight and passenger transport segments. Substantial capacity additions are expected in locomotives, coaches and wagons, supported by domestic manufacturing under the “Make in India” initiative. Partnerships with global players, such as Alstom, are facilitating technology transfer to Indian manufacturers, enabling local production of advanced rolling stock. For instance, in CY23, Alstom delivered its 300th WAG12B electric locomotive, equipped with IGBT-based propulsion & regenerative braking, while modern depots use advanced systems to anticipate breakdowns & enable proactive maintenance. Such collaborations are expected to significantly enhance domestic production capacities & operational efficiency across India’s railway network. 1482.4.3 Robust institutional demand and strategic modernisation are driving India’s rolling stock growth to support national infrastructure goals India’s rolling stock industry is undergoing a transformative phase, backed by robust institutional demand, strong government investments, and rapid modernisation initiatives. With expanding metro networks, electrification drives, and flagship programs such as the National Rail Plan CY30, the sector is positioned as a core pillar of India’s infrastructure growth story. 2.4.4 Use of forged parts, air brake systems, tubular components, and propulsion equipment in rolling stock Forged components, braking systems, tubular assemblies, and propulsion equipment such as traction motors and alternators form the mechanical and electrical backbone of India’s railways, supporting both freight and passenger operations. The growing deployment of electric locomotives highlights the critical role of advanced propulsion systems 149 I n d ia n r o llin g s t o(IN R B , F Y 2 0 -3 0 P ) 2 4 3 .7 3 3 .7 %5 4 .0 % 1 2 .3 % F Y 2 0 S ource(s): 1L attice analysis c k m W a a r g k e t o n s B C y ty p e 4 8 0 .7 3 5 .1 % 4 2 .7 % 2 2 .2 % F Y 2 5 o a c h e s L o c o m o tiv e s 1 ,4 8 2 .6 2 2 .7 % 3 7 .2 % 4 0 .2 % F Y 3 0 P C A G RF Y 20-25 1 4 .6 % 1 5 .5 9 .3 2 9 .0 % C A G R F Y 25-30 P 2 5 .3 % 1 4 .8 2 1 .8 4 1 .0 % Key growth drivers shaping the Indian rolling stock industry Demand from Indian Railways, metro projects, and private wagon builders continues to rise, with a strong focus on modern and high-performance components. Strong institutional & Metro expansion across major cities is driving the adoption of safety- metro demand critical rolling stock and fueling localised innovation. Flagship programs such as the National Rail Plan CY30, PM GatiShakti, and Make in India are accelerating modernisationand electrification. Significant investments in freight corridors, terminals, and network Policy & upgrades are providing long-term demand visibility and sector stability. infrastructure boost The sector is deploying advanced signalling, IoT1-enabled predictive maintenance, and control systems to enhance both safety and efficiency. Investments in high-speed rail, electric locomotives, and safety-critical Technology & technologies such as advanced braking and crashworthy designs are efficiency reshaping operational standards. Strong focus on green solutions such as solar-powered stations, regenerative braking, and eco-friendly locomotives. Atmanirbhar Bharat initiatives and global partnerships are boosting Sustainability & domestic manufacturing, technology transfer, and product innovation. local manufacturing Passenger traffic is set to grow steadily, driven by metro and urban transit expansion in North and South India. Freight volumes are projected to more than double, driven predominantly Regional market by industrial demand and dedicated freight corridors in Northern and momentum Western India. Note(s): 1Internet of Thingsin enhancing energy efficiency, operational reliability, and modernisation. Their localisation and upgrade align with government priorities on indigenous manufacturing while also creating export opportunities in global rail markets. As India accelerates network expansion and upgrades, these engineered systems will remain essential to ensuring the safety, efficiency, and long-term reliability of railway assets. Forged components Air brake systems Axles, wheels, couplers, and Single and twin-pipe systems deliver transmissions form the structural consistent, reliable braking performance backbone of rolling stock, ensuring across locomotives and wagons mechanical strength and stability Bogie-mounted systems improve safety Advanced forging technology enhances through automatic load sensing and durability, fatigue resistance, and long- minimisedowntime with simplified term cost efficiency Core maintenance components driving rolling stock reliability Propulsion systems Tubular components Traction motorsandalternatorsdeliver Brake and feed pipes enable efficient power transmission for smooth synchronisedair distribution across acceleration and optimal energy use train systems for optimal braking Advanced propulsion technology efficiency enhances performance, reliability, and IRIS/ISO-certified manufacturing compatibility with electric and hybrid ensures superior safety, reliability, and rolling stock global compliance 2.5 Advances in propulsion systems enhance efficiency and support electrification across Indian Railways The modernisation of Indian Railways is significantly influenced by advancements in propulsion systems, encompassing traction motors, alternators, and other critical components. These developments are pivotal in enhancing operational efficiency, supporting electrification goals, and aligning with sustainability initiatives. The increasing adoption of advanced technologies and stringent operational requirements is driving the demand for high-performance, durable, and energy-efficient locomotive components across the Indian Railways network. 1502.5.1 Demand for forged brake systems and tubular components is rising, driven by modernisation, safety regulations, infrastructure growth, freight and passenger traffic, and lightweighting trends The demand for forged brake systems in India is being shaped by multiple converging factors. Expansion of high- speed corridors and metro networks is creating the need for advanced braking solutions, while stricter regulatory standards emphasise durability and reliability. Local manufacturing under the Make-in-India initiative is further boosting availability and reducing import dependence. At the same time, rising freight volumes and increasing passenger traffic are accelerating wear on wheels and brakes, reinforcing the requirement for safe, high-performance forged components across both new projects and ongoing maintenance. Tubular components form the structural backbone of rolling stock, used extensively in bogies, underframes, couplers, and suspension assemblies. Their demand is rising as rail networks expand, and trains operate with heavier loads and higher passenger volumes. Forged tubular parts are preferred for their fatigue strength, vibration resistance, corrosion resistance, and durability, ensuring safety and stability under continuous stress. With growing traffic and stricter maintenance cycles, these components are becoming indispensable for both new-build projects and periodic overhauls. 2.5.2 Indian Railways is replacing outdated brake systems with advanced, safer, and smarter technologies, enhancing reliability, efficiency, and passenger safety across rolling stock Indian Railways has been undertaking large-scale initiatives to replace and modernise braking systems across its rolling stock fleet. With the gradual phasing out of older ICF (Integral Coach Factory) coaches and the adoption of 151advanced LHB (Linke Hofmann Busch) designs, the focus has shifted toward improving safety, efficiency, and reliability in train operations. Modern technologies such as disc brakes, microprocessor-controlled systems, regenerative braking, and bogie- mounted brake systems are being introduced to meet the demands of higher speeds and heavier loads. Additionally, the use of composition brake blocks and wheel slip control mechanisms highlights the move towards more durable and low-maintenance solutions. These measures collectively reflect Indian Railways’ commitment to upgrading its braking infrastructure in line with international standards. 2.5.3 Railway modernisation and infrastructure expansion, backed by Make-in-India and higher capital spending, are driving strong demand for tubular components in rolling stock and projects India’s railway sector is undergoing rapid transformation, with ambitious plans for modernisation, capacity enhancement, and domestic manufacturing. Policy support under the Make-in-India initiative and sustained growth in capital expenditure are reshaping the supply chain for critical railway components. Rolling stock production is being scaled up to meet rising passenger expectations, while infrastructure projects such as dedicated freight corridors, high-speed rail, and electrification are expanding the operational base of the network. In this environment, the demand for tubular components is intricately linked to both the manufacturing of modern rolling stock and the execution of large-scale infrastructure projects. Rolling stock manufacturing • The government is placing greater focus on domestic production under the Make-in-India initiative, with contracts requiring a sizeable portion of rolling stock components to be manufactured locally. • Between April-October 2024, Indian Railways manufactured 228 new coaches and launched 17 new pairs of Vande Bharat trains, creating demand for tubular products such as axles, tubes, and structural parts for coach bodies. Railway infrastructure • Indian Railways’ capital expenditure outlay has nearly doubled over the past five years, with allocations spanning rolling stock, track infrastructure, electrification, new lines, doubling, and gauge conversion, all of which rely heavily on tubular components. • By CY31, Indian Railways plans to invest approximately INR 16.7T in projects such as station upgrades, dedicated freight corridors, high-speed rail, and network-wide electrification. These initiatives are expected to significantly drive demand for tubes, structural steel, and related products. 1522.6 Export competitiveness of Indian rail manufacturing 2.6.1 Increasing global demand for affordable, efficient, and sustainable rolling stock driven by urban growth, modernisation, and value-focused investments India’s rolling stock market is expected to rise at a very rapid pace. This surge is driven by substantial budget allocations and a series of ambitious infrastructure projects that highlight the industry’s expanding capabilities. Policies such as the PLI Scheme for railways and initiatives like Vande Metro and Amrit Bharat Coaches are shaping the future landscape, providing lucrative opportunities for growth and innovation in the sector. The growing market presents suppliers with a golden opportunity to start and grow their production capabilities in India. 2.6.2 Indian Railways is emerging as a global supplier of rolling stock, with exports backed by Make in India and policy support, now reaching Africa, Latin America, and Southeast Asia Indian Railways is emerging as a global supplier of rolling stock, exporting to Africa, Latin America, and Southeast Asia. Under ‘Make in India’ and ‘Atmanirbhar Bharat,’ exports include Vande Bharat components, coaches, spares, and shunting locos for countries like Sri Lanka, Mozambique, and Bangladesh. Under the “Make in India, Make for the World” initiative, Indian Railways has been actively exporting various rolling stock components: • Metro coaches: Exported to Australia and Canada. • Bogie underframes: Shipped to the UK, Saudi Arabia, France, and Australia. • Propulsion systems: Supplied to France, Mexico, Romania, Spain, Germany, and Italy. • Passenger coaches: Delivered to Sri Lanka, Mozambique, and Bangladesh • Locomotives: Sent to Mozambique, Senegal, Myanmar, Bangladesh, and Sri Lanka. 1532.6.3 Key export incentive schemes and trade agreements driving India’s competitiveness and global market integration The Government of India has built a robust framework of export incentives and trade agreements to strengthen its global position. Key measures such as the Foreign Trade Policy (FTP), Remission of Duties and Taxes on Exported Products (RoDTEP), and Export Promotion Capital Goods (EPCG) scheme provide financial support, duty remission, and market access assistance. Alongside, Free Trade Agreements (FTAs) and Comprehensive Economic Partnership Agreements (CEPAs) reduce barriers and deepen cooperation. Together, these initiatives highlight a strong policy push to foster competitiveness, resilience, and sustained export growth. 154 E x p a n s io n o f In d E x p o rt e x p a n s io n E x p o rt p e r fo r m a n c e In d ia s e x p o rts o f ra ilw a y , U n d e r th e M a k e in In d ia a n d tra m w a y lo c o m o tiv e s , ro llin g A tm a n irb h a rB h ara t s to ck , a n d e q u ip m e n t w a s U S $ in itiativ e s, In d ia n R a ilw a y s h a s 3 4 9 .7 M d u rin g C Y 2 4 , a c c o rd in g s u c c e ss fu lly e x p o rte d ro llin g to th e U n ite d N a tio n s s to ck , in c lu d in g V a n d e B h a ra t C O M T R A D E d a ta b a s e o n tra in c o m p o n e n ts, to c o u n trie s in tern a tio n a l tra d ein A fric a, L a tin A m e ric a, a n d S o u th e a st A s ia o D E P ro le u d g e t a llo c a tio n stO p e ra tio n a l sin c e 1 J an u a ry F o r C Y 2 5-2 6 , IN R 1 8 2 .3 B 2 0 2 1 , th e s c h e m e re im b u rse s a llo c a te d u n d er R o D T E P, 6e m b e d d e d d u tie s, tax e s, a n d c o v e rin g 1 0 ,7 8 0 H S lin es fo r 7lev ie s n o t o th e rw is e re fu n d e d . A s D T A e x p o rts a n d 1 0 ,7 9 5 H S o f 3 1 s t M a rc h 2 0 2 5 , lin es fo r A A /E O U /S E e x p o rtsd is b u rse m e n ts u n d e r th e sc h e m e c ro s se d IN R 5 7 9 .7 B N o te(s): D ie sel-h y d rau lic, R e m iss io n o f d u ties & ta x es o n e x p o rted p ro d u c ts, A d v1 2 3sy ste m (o f n o m en c la tu re), D o m e stic tariff area 7 ia n r a il e x p o r ts E x p o rt d e s tin a tio n s E x p o rts in c lu d e d c o a c h e s , s u p p ly o f s p a re s/in c id e n ta l s erv ic e fo r c o a c h e s a n d lo c o s, 1a n d D H S h u n tin g L o c o s u p p lied to S ri L an k a , M o za m b iq u e , a n d B a n g la d e sh K e y m a rk e ts R o llin g s to c k an d c o m p o n e n ts e x p o rte d to c o u n trie s in A fric a , L a tin A m e ric a, a n d S o u th e a s t A s ia an c e a u th o risatio n, E x p o rt o rien te d u n it, S4 5 p e G o v e rn m e n t s u p p o r t T h e G o v e rn m e n t a n n o u n c e d re sto ra tio n o f b e n e fits u n d e r th e 2 3R o D T E P s ch e m e fo r A A4 5h o ld e rs, E O U s, a n d S E u n its, a p p lic a b le fo r a ll e lig ib le e x p o rts fro m 1 s t J u n e 2 0 2 5 o n w a rd s E x p o rt c o m p e titiv e n e ss T h e re in s ta te m e n t o f R o D T E P b en e fits p ro v id e s a le v e l p la y in g fie ld fo r e x p o rte rs a c ro ss se c to rs a n d re fle c ts th e g o v e rn m e n t s c o m m itm e n t to b o o s tin g In d ia s g lo b a l tra d e c o m p e titiv e n e ss c ial ec o n o m ic zo n e , H arm o n iz e d 62.6.4 Indian rail manufacturers are driving global success through innovation and exports, from public sector units to private players shaping the future of rail technology Bharat Earth Movers Limited (BEML) BEML, through its Bangalore Unit, plays a crucial role in strengthening both India’s domestic and global railway presence. Specialising in the manufacture of railway engines and associated equipment, BEML has built a reputation for delivering dependable locomotives and rail components that adhere to global benchmarks. Bharat Heavy Electricals Limited (BHEL), Savli Unit The BHEL Savli Unit has established itself as a pioneer in exporting advanced rail technology from India to the world. By delivering IGBT-based propulsion equipment to global metro giants such as Alstom, Hitachi, Hyundai Rotem, Kawasaki, and CRRC, the unit has showcased India’s ability to compete with established international manufacturers. These propulsion systems, critical for powering modern metro trains, have been integrated into various global projects, proving their reliability and performance. Rail Wheel Factory (RWF), Bengaluru The Rail Wheel Factory (RWF), Yelahanka, Bengaluru is one of the premier production units of Indian Railways. Specialising in the manufacture of wheels, axles, and wheelsets of international standards, RWF has been instrumental in ensuring a reliable supply of critical rolling stock components. IRCON International India has successfully established itself as a trusted supplier of metro and mainline rolling stock, along with advanced signalling solutions, to some of the most demanding urban transport systems in Europe and Australia. These achievements demonstrate India’s capability to deliver world-class technology and meet rigorous international standards. Integrated Coach Factory (ICF) The Integral Coach Factory (ICF) in Chennai, inaugurated in October 1955 by Prime Minister Jawaharlal Nehru, stands as one of independent India’s earliest symbols of indigenous industrial capability. What began with a modest capacity of 350 all-steel, all-welded train coaches per year has transformed into a global hub that now produces over 4K coaches annually, serving both domestic demand and international railway operators. Titagarh Rail Systems Titagarh Rail Systems Ltd (TRSL), led by Vice Chairman and Managing Director Umesh Chowdhary, has grown into a key player in India’s rail manufacturing sector. With a focus on innovation, automation, and customer-centric growth, the company has aligned with Make in India and Aatmanirbhar Bharat, strengthening its role in both freight and passenger transport. TRSL’s milestone achievements include becoming India’s largest producer of railway wagons and securing a landmark INR 240B contract to supply 80 Vande Bharat sleeper trains, cementing its position as a complete mobility solutions provider. Alstom India Alstom, a global leader in smart and sustainable mobility, has been driving impactful community programs in India that blend environmental preservation with economic upliftment. Through its Sustainable Mobility Incubation Program at IIM Bangalore’s NSRCEL, the company has supported startups building green mobility solutions, preventing over 125M kg of carbon emissions, equivalent to removing 27K diesel cars from Indian roads annually, while also creating 164 jobs in the green economy. By mentoring and funding early-stage ventures, Alstom is fostering a culture of green entrepreneurship aligned with India’s long-term net-zero goals. Pioneer Fil-med Limited Pioneer Fil-med has emerged as a key manufacturer of railway and metro components in India, with advanced facilities in Manesar and Bawal (Haryana). The company is an established manufacturer and supplier of railway and metro equipment and allied components for locomotive and coach applications in India, with a strong presence across both diesel-electric and electric platforms. Established in 1997 with the manufacture and supply of filters for railway and automotive applications, the company has since diversified into the manufacture and supply of traction motors, alternators, brake discs, gangways, stators and rotors for locomotives, platform screen doors for metros, wind generators and allied services. The company is an approved supplier of advanced traction products to Indian Railways 155and is among the top three Category-I approved suppliers for traction alternators and a Category-I approved supplier for brake discs and filters. 3. Expanding opportunity landscape in railway components 3.1 Traction motor 3.1.1 Global rolling stock traction motor market grew from US$ 6.8B in CY20 to US$ 8.3B in CY25 and is projected to rise to US$ 10.0B by CY30 The global rolling stock traction motor market grew from US$ 6.8B in CY20 to US$ 8.3B in CY25, reflecting a CAGR of 3.8% during the period. Growth was supported by increasing investments in railway electrification, expansion of metro & suburban networks, and the modernisation of existing locomotives. Replacement of ageing fleets, along with upgrades in motor efficiency, thermal management, & durability, further contributed to demand across both passenger & freight applications. Looking ahead, the market is projected to reach US$ 10.0B by CY30, growing at a CAGR of 4.0% over CY25-30. Expansion will be driven by the continued electrification of rail networks & large-scale modernisation of rolling stock. Technological improvements, including higher power density motors, integration with regenerative braking, & use of advanced materials, will enhance performance & reliability. Stronger policy support & localisation of manufacturing are also expected to maintain market momentum in the coming years. 3.1.2 Rising railway electrification, improved cost efficiency, sustainability push & technological advancements serve as the key drivers of the global rolling stock traction motor market 156 G lo b a l r o llin g s(U S $ B , C Y 2 0 -3 0 P 6 .8 C Y 2 0 Source(s): 1L attice analysis t) o c k tr a c tio C A G R3 .8 % n m o t o r s m a r k 8 .3 C Y 2 e 5 t C A G4 .0 % R C 1 0 .0 Y 3 0 P3.1.3 APAC to remain the largest market for rolling stock traction motors, supported by extensive rail electrification and infrastructure expansion The global rolling stock traction motor market is projected to grow from US$ 8.3B in CY25 to US$ 10.0B in CY30, reflecting a CAGR of 4.0% over the period. • APAC is expected to remain the largest contributor, increasing its share from 41.0% in CY25 to 42.1% in CY30. Growth is driven by extensive electrification programs, metro and high-speed rail expansion, and fleet modernisation initiatives across China, India, and Southeast Asia. • North America is projected to increase its share slightly from 24.0% in CY25 to 25.8% in CY30, driven by freight corridor electrification, technological upgrades, and the growing push toward sustainable rail transportation in the US and Canada. • Europe will have 18.2% share by CY30, supported by investments in energy-efficient traction systems, modernisation of existing fleets, and strong regulatory focus on sustainability and low-emission transport across major markets like Germany, France, and the UK. • MEA will grow modestly from 7.0% in CY25 to 7.5% in CY30, propelled by large-scale infrastructure projects and urban rail investments in Saudi Arabia, UAE, and Qatar, alongside the adoption of advanced traction systems in new metro networks. • South America will hold a stable 6% to 6.5% share during the period CY25-30, supported by rail connectivity projects, freight network upgrades, and early-stage rail electrification efforts in Brazil and Argentina. 3.1.4 Indian rolling stock traction motor market grew from INR 11.3B (US$ 160.3M) in FY20 to INR 17.4B (US$ 205.8M) in FY25 with a CAGR of 9.1% The Indian rolling stock traction motor market grew from INR 11.3B (US$ 160.3M) in FY20 to INR 17.4B (US$ 205.8M) in FY25, driven by railway electrification, expansion of metro & suburban networks, & modernisation of existing locomotives. Replacement of ageing fleets, along with upgrades in motor efficiency, thermal management, & durability, further supported demand across passenger & freight applications. The domestic traction equipment segment has witnessed sustained growth in line with the ongoing electrification of India’s rail network and is projected to continue expanding in the coming years. Looking ahead, the market is expected to reach INR 32.6B (US$ 385.6M) by FY30, growing at a CAGR of 13.4% over FY25-30, underpinned by continued network electrification, rolling stock modernisation, technological improvements, strong policy support, and localisation of manufacturing. This growth in the domestic traction equipment segment is expected to translate into increased demand for traction propulsion systems, traction motors, converters, control systems, and other allied components. 157 S Sr( o e g m e n t a t io n o f g loe g io nU S $ B , C Y 2 0 - 3 0 P ) 6 .8 5 .5 %6 .0 % 2 6 .0 % 2 2 .6 % 3 9 .9 % C Y 2 0 A P A C u rc e(s): 1 L a ttic e a n a ly sis b a N l r o r o l li th A n g m s t o c 7 e r ic a k .0 t % r a 2 2 4 C c t io n m 8 .3 6 .0 2 .0 % 4 .0 % 1 .0 % Y 2 5 E u r o p e % o t o r M m E a A r k e t - S B o y u th 1 0 .0 6 .57 .5 % 1 8 .2 % 2 5 .8 % 4 2 .1 % C Y 3 0 P A m e r ic a % C C A G RY 2 0 -2 3 .8 %5 .6 % 7 .1 % 0 .4 5 .1 4 .4 % 5 C C A G RY 2 5 -3 4 .0 %5 .6 % 5 .4 % 0 .1 5 .4 4 .5 % 03.1.5 Rising urbanisation trend, key industrial partnerships, supportive regulatory framework, and advanced technologies are serving as key growth drivers of the Indian rolling stock traction motor market Rapid urbanisation, expansion of metro rail networks across major cities, and continued investments by Indian Railways in locomotive modernisation are driving the demand for advanced traction propulsion systems in India. In addition, supportive government initiatives, increasing collaborations between domestic and global manufacturers, and ongoing technological advancements in propulsion technologies are expected to further support sustained demand for traction propulsion systems in the coming years. 158 R S F T K e y g r o w th d r iv e r s fo r I n d ia n r o llin g s to c k tr a c tio n m o to r m a r k e t a p id u r b a n is a tio n tr e n d R is in g u rb a n is a tio n is d riv in g ra ilw a y n e tw o rk e x p a n s io n in In d ia , in c re a s in g d e m a n d fo r tra c tio n m o to rs to s u p p o rt g ro w in g p a s s e n g e r & fre ig h t tra n s p o rt n e e d s T o a d d re s s th is ris in g u rb a n is a tio n tre n d , th e g o v e rn m e n t is ra p id ly e x p a n d in g ra ilw a y lin e s & ta rg e tin g 1 0 0 % e le c trific a tio n , h a v in g a lre a d y e le c trifie d 3 ,2 1 0 K m in C Y 2 4 , fu rth e r d riv in g tra c tio n m o to r d e m a n d tr a te g ic in d u s tr ia l p a r tn e r s h ip s S tra te g ic c o lla b o ra tio n s b e tw e e n in d u s tria l p la y e rs a re a c c e le ra tin g d o m e s tic p ro d u c tio n o f tra c tio n m o to rs , e n h a n c in g lo c a lis a tio n & s u p p o rtin g m a rk e t g ro w th F o r e .g ., in C Y 2 3 , In d ia n R a ilw a y s e n te re d in to a s tra te g ic p a rtn e rs h ip w ith B H E L to d e v e lo p e n e rg ye ffic ie n t tra c tio n m o to rs fo r lo c o m o tiv e s , le v e ra g in g B H E L s d e d ic a te d m a n u fa c tu rin g fa c ilitie s & e n h a n c in g lo c a l p ro d u c tio n c a p a b ilitie s a v o u r a b le g o v e r n m e n t p o lic ie s In d ia n g o v e rn m e n t is d riv in g a c c e le ra te d ra ilw a y e le c trific a tio n w ith a ta rg e t o f 1 0 0 % b ro a d -g a u g e e le c trific a tio n b y F Y 2 6 , s u p p o rtin g tra c tio n m o to r d e m a n d & a d v a n c in g its N e t e ro C a rb o n E m is s io n s b y 2 0 3 0 g o a l u n d e r th e N a tio n a l R a il P la n M a k e in In d ia in itia tiv e s , in c lu d in g th e P L I s c h e m e & lo c a l m a n u fa c tu rin g in c e n tiv e s , a re fu rth e r b o o s tin g d o m e s tic tra c tio n m o to r p ro d u c tio n , s tre n g th e n in g s u p p ly c h a in s , & d riv in g m a rk e t g ro w th e c h n o lo g ic a l a d v a n c e m e n ts In d ia n tra c tio n m o to r m a n u fa c tu re rs a re le v e ra g in g in n o v a tio n s s u c h a s h ig h -p o w e r -d e n s ity m o to rs , im p ro v e d th e rm a l m a n a g e m e n t, a n d in te g ra tio n w ith re g e n e ra tiv e b ra k in g to e n h a n c e e ffic ie n c y , re lia b ility , & p e rfo rm a n c e a c ro s s p a s s e n g e r & fre ig h t a p p lic a tio n s F o r e .g ., S te rlin g T o o ls p a rtn e re d w ith U K - b a s e d A d v a n c e d E le c tric M a c h in e s to p ro d u c e ra re -e a rth m a g n e t -fre e tra c tio n m o to rs in In d ia , le v e ra g in g a d v a n c e d te c h n o lo g ie s to s tre n g th e n d o m e s tic m a n u fa c tu rin g c a p a b ilitie s -3.1.6 The rolling stock traction motor market is supported by established global and domestic manufacturers driving railway electrification and propulsion innovation Company Key solutions / products Global overview Activities in India Traction powertrain solutions for trains, With over 140 years of history, the Its traction converters power electric industrial vehicles, and other company operates across 83 countries locomotives operated by Indian transportation equipment with 457 offices Railways, supporting both passenger and freight operations efficiently Traction motors for light rail vehicles, Operates in 190 countries through Partnering with Indian Railways to metro trains, commuter rail, high-speed MoCompdivision, producing traction supply 1,200 electric locomotives (9,000 trains, and locomotives motors and components with 90,000+ HP, 35 years of maintenance) drives in service worldwide Involved in metro electrification and signallingprojects in Delhi, Nagpur, and Bengaluru Rolling stock systems, power supply Global player in the electrification and Active in India since 1965, supplying systems, and information systems automation sector, with operations across electric locomotives and supporting rail Advanced traction motors, including the Americas, APAC, the Middle East & modernization with offices in New Delhi, asynchronous (ASM) and permanent Africa, and Europe Gurgaon, Mumbai, Bengaluru, and magnet synchronous motors (PMSM), Hyderabad offer 97% efficiency with quiet, low- maintenance, fully enclosed design Its traction motor portfolio includes AC Operates in over 50 countries with over Supplied more than 600 locomotives, and DC motors for models such as EMD 27,000 employees installed brake systems in more than D77, D78, D87, D87B, and GE 752, E8, 18,000 coaches AH, AF Maintains a strong presence across all Delivers traction motors and major metro networks components, including bearings, brushes, armatures, field coils, and pinion gears 3-phase motors for WAG 9, WAP 5, Operates across 91 countries and Has been supplying traction motors to WAP 7, 9000 HP electric locomotives, employs ~28,000 skilled employees, Indian Railways since 1962, when it diesel-electric locomotives (WDG 5, including 9,200 engineers delivered the first set of 16 motors for WDG 4, WDP 4), and DC motors for 1500 V DC EMUs operating in Mumbai WDG 3 and WDP 3 In addition to multinational players, the Indian rolling stock traction motor market is supported by a growing base of domestic manufacturers with established capabilities in electric propulsion systems, locomotive traction equipment, and metro rail applications. These companies benefit from localisation mandates, long-standing engagement with Indian Railways, and increasing opportunities arising from electrification and rolling stock modernisation programs. Select Indian participants include: • Bharat Heavy Electricals Limited (BHEL): A leading public sector enterprise engaged in the manufacturing of traction motors, propulsion systems, and electrification equipment for electric locomotives, EMUs, and metro rail projects. BHEL has been a long-standing supplier to Indian Railways and continues to support domestic locomotive production and modernisation initiatives. • CG Power and Industrial Solutions Limited: Manufactures traction motors and propulsion systems for railway and metro applications, with capabilities spanning design, engineering, and lifecycle services. The company serves both domestic and select export markets. • Medha Servo Drives Private Limited: Specialises in propulsion electronics, traction converters, auxiliary power systems, and integrated control systems for locomotives and metro rail vehicles, playing a key role in supporting India’s railway electrification and modernisation initiatives. • Pioneer Fil-med Limited: Engaged in the manufacturing of traction motor components and associated railway equipment, supporting locomotive and rolling stock manufacturers. The company contributes to the domestic supply ecosystem through its focus on precision-engineered components catering to railway propulsion applications. It is also an approved supplier of advanced traction products to Indian Railways and is among the key Category-I approved players for the manufacture and supply of HHP 4500 traction motors. In addition to the above, several mid-sized engineering firms and specialised component manufacturers support the traction motor value chain by supplying windings, castings, shafts, insulation systems, and other critical sub- components, further strengthening localisation within the Indian railway manufacturing ecosystem. 1593.2 Alternators 3.2.1 The global rolling stock alternator market is set to grow from US$ 2.5B in CY25 to US$ 3.5B by CY30 with a CAGR of 6.6% The global rolling stock alternator market grew from US$ 1.9B in CY20 to US$ 2.5B in CY25, reflecting a CAGR of 6.5% during the period. Growth was driven by the rising electrification of railways, expansion of metro and suburban rail networks, and upgrades to existing locomotive fleets. The demand has also been supported by improvements in alternator efficiency, thermal management, and durability, which are critical for both passenger and freight applications. Looking ahead, the market is expected to reach around US$ 3.5B by CY30, growing at a CAGR of about 6.6%. This growth will be fueled by continued railway electrification, modernisation of rolling stock, and adoption of advanced technologies such as higher power-density alternators and integration with regenerative braking systems. 3.2.2 Rising rail expansion, smart tech adoption, and advanced materials drive alternator demand amid growing global passenger traffic and modernisation efforts 160 S G lo b a(U S $ B o urce(s): 1 l r o l lin g s, C Y 2 0 -3 0 P 1 .9 C Y 2 0 L attice an alysis t) o c k a l t e r n a C A G R6 .5 % t o r m a r k e t 2 C Y .5 2 5 C A G6 .6 % R C 3 Y .5 3 0 P3.2.3 APAC to dominate the global rolling stock alternator market, supported by expanding rail infrastructure and growing electrification initiatives The global rolling stock alternator market is projected to grow from US$ 2.5B in CY25 to US$ 3.5B by CY30, registering a CAGR of 6.6% during the period. • APAC is expected to dominate the market, with its share rising from 35% in CY25 to 39% by CY30. Growth is driven by large-scale rail infrastructure expansion, increasing electrification of rolling stock, and sustainability-led modernisation efforts across China, India, and Southeast Asia. • North America will hold around 26% share by CY30, supported by its extensive freight rail network, passenger fleet upgrades, and adoption of energy-efficient alternator systems to enhance operational reliability. • Europe is projected to account for 15% of global demand by CY30, reflecting a mature market driven by emission compliance, retrofit and replacement demand, and R&D investments in high-efficiency, low-noise alternator systems across Germany, France, and the UK. • MEA is expected to increase its share from 10.5% in CY25 to 12.0% by CY30, fueled by new passenger and freight projects, industrial transport demand, and use of robust alternator designs suited for high-temperature environments in Saudi Arabia, UAE, and Qatar. • South America will contribute 8% of global demand by CY30, driven by gradual modernisation of diesel- electric fleets, rail network expansion, and government-led sustainability programs in Brazil and Argentina. 3.2.4 Indian rolling stock alternator market is projected to grow from INR 2.1B (US$ 24.8M) in FY25 to INR 2.4B (US$ 28.4M) by FY30 at a CAGR of 2.7% The Indian rolling stock alternator market declined from INR 4.6B (US$ 65.3M) in FY20 to INR 2.1B (US$ 24.8M) in FY25, registering a CAGR of (14.9%). The decline was primarily driven by the rapid electrification of India’s broad-gauge network, which reduced dependence on diesel locomotives, the main application for alternators. Going forward, the market is expected to recover modestly, reaching INR 2.4B (US$ 28.4M) by FY30 with a CAGR of ~2.7%. This growth will be supported by continued railway electrification, expansion of metro and suburban rail networks, and gradual modernisation of locomotive fleets. Increasing localisation of alternator manufacturing, adoption of advanced and energy-efficient designs, and government emphasis on sustainable rail transport are expected to drive incremental demand over the medium term. 161 S e(U gS S m e n t a tio n o f g lo b$ B , C Y 2 0 -3 0 P ) 1 .95 .0 %9 .0 %2 2 .0 % 3 1 .0 % 3 3 .0 % C Y 2 0 A P A C o urce(s): 1 L attice an alysis a N l r o llin g o rth A m s to e ric c a k 1 a 0 lt e r n a 2 .5 7.5 % 1 7 .5 % 3 0 .0 % 3 5 .0 % C Y 2 5 E u ro to r .0 % p e m a r M k e E t A - B y r S e o g u io th n 3 .5 8 .0 % 1 2 .0 % 1 5 .0 % 2 6 .0 % 3 9 .0 % C Y 3 0 P A m e ric a C A G RC Y 2 0 -2 6 .5 % 1 3 .9 % 9 .8 % 1 .7 5 .8 7 .7 % 5 C C A G RY 2 5 -3 6 .6 % 9 .5 % 9 .5 % 3 .3 3 .6 8 .9 % 03.2.5 Indian rolling stock alternators market is driven by aftermarket demand, auxiliary applications, exports, and smart, efficient technologies Key growth drivers for Indian rolling stock alternators market Operational base of diesel locomotives and aging rolling stock continues to generate steady demand for alternator refurbishment, retrofitting, and component upgrades Indian Railways modernisation programs and depot-level overhauls are sustaining consistent aftermarket requirements for high -efficiency Aftermarket and alternators and spare parts replacement demand Despite traction electrification, demand persists for auxiliary alternators powering onboard systems such as HVAC, lighting, braking, and control electronics in electric and hybrid locomotives Expanding metro, suburban, and regional rail fleets require reliable auxiliary power units to ensure uninterrupted performance of comfort Growth in and safety systems auxiliary power applications Indian alternator manufacturers are increasingly targeting export markets across Africa, Latin America, and Southeast Asia, where diesel and hybrid locomotives remain in active use Competitive manufacturing costs, technical expertise, and government support under the Make-in-India initiative strengthen India s Export market positioning as an export hub for alternator production opportunities Growing adoption of IoT-enabled, sensor-based alternators supports predictive maintenance, remote diagnostics, and improved operational reliability across fleets Advancements in design and materials are driving the development of compact, energy-efficient alternators aligned with global sustainability Technological and and performance standards digital advancements 3.2.6 The rolling stock alternator market is supported by established global and domestic manufacturers The rolling stock alternator market comprises a mix of multinational corporations and established domestic manufacturers supplying traction and auxiliary alternators for locomotive and rolling stock applications. These players operate across manufacturing, engineering, and lifecycle service capabilities, catering to both mainline railway and metro rail segments. 162Company Key solutions / products Global overview Activities in India Alternators (7.5 11,200 kVA) forrail, Headquartered in the UK with Kothrud Engine Plant produces 28- marine, telecommunications, standby and manufacturing and offices across 1800hp rail engines with four assembly critical protection, and combined heat and Europe, Asia, and India lines and 23 test cells for efficient, high- power (CHP) quality output Low-and medium-voltage induction Widely trusted and used across India, Has 9 manufacturing facilities and 34 motors, alternators / generators, USA, Europe, and key Asian and sales offices in India transformers, switchgear, and control African markets systems Brushless AC Generators and AC/DC motors, widely used in rail and industrial applications Offers alternators (10 kW 25 MW), Operates 28 manufacturing sites and Has production bases in Noida, Hubli, motors, geared motors, variable-speed 470 sales / service centers across and Bengaluru and a sales base in drives, and automation solutions Europe, Asia, and the Americas Mumbai Its traction alternators are used in rail applications such as switchyard operations, rail grinding, and short-haul transport Manufactures over 1,400 alternators daily Its production spans Italy, UK, China, Since its establishment in 2010, it has worldwide, specializing in research, and India, and includes vehicle-mounted grown significantly and manufactures design, cost-effective production, and train alternators for heating, lighting, industrial alternators ranging from 5 product development ventilation, and auxiliary services kVA to 750 kVA Diesel generator sets ranging from 5 kVA Expanded presence across Latin Manufactured at three Indian facilities to 625 kVA and has sold over 270,000 America, Africa, the Middle East, in Pune, Chennai, and Delhi, Mahindra units globally Southeast Asia, and SAARC regions Powerolgensets are distributed via over 70 showrooms In addition to multinational players, the Indian rolling stock alternator market is supported by a developing domestic manufacturing base with capabilities across auxiliary power generation systems, locomotive alternators, and associated electrical equipment. These manufacturers benefit from sustained railway electrification, increasing deployment of high-horsepower locomotives, and policy support under Make in India and localisation initiatives. Select Indian participants include: • Bharat Heavy Electricals Limited (BHEL): A Government of India enterprise engaged in the manufacturing of traction alternators and associated electrical systems for electric and diesel-electric locomotives. The company has been a long-standing supplier to Indian Railways, supporting locomotive manufacturing, electrification initiatives, and fleet modernisation through its engineering and manufacturing capabilities in railway propulsion equipment. • Pioneer Fil-med Limited: Engaged in the manufacturing of railway alternators and associated electrical equipment catering to locomotive and rolling stock applications. The company operates within the domestic railway supply ecosystem and supports locomotive manufacturers and production units through precision- engineered rotating electrical components. The company’s manufacturing capabilities include assembly and testing of alternators designed for railway applications, with adherence to applicable technical and quality standards prescribed by Indian Railways and relevant regulatory bodies. • Kirloskar Electric Company Limited: An established Indian electrical engineering company engaged in the manufacturing of industrial and railway-grade alternators, motors, and power generation equipment. The company supplies rotating electrical machines supporting locomotive and auxiliary power requirements across railway and transportation applications. • CG Power and Industrial Solutions Limited: An engineering and manufacturing company engaged in the production of alternators and rotating electrical machines for transportation and industrial applications. The company supports railway and metro infrastructure through engineering, manufacturing, and service capabilities across electrical propulsion and power systems. In addition, several domestic engineering companies and specialised electrical equipment manufacturers contribute to the alternator value chain through the supply of rotor assemblies, stator windings, control panels, and precision- machined components, strengthening localisation and reducing import dependence in railway power generation systems. 1633.3 Brake discs 3.3.1 Global rolling stock brake disc market grew from US$ 2.0B in CY20 to US$ 2.6B in CY25 and is expected to rise to US$ 3.4B by CY30 The global rolling stock brake disc market grew from US$ 2.0B in CY20 to US$ 2.6B in CY25 with a CAGR of 5.4%. Growth was supported by modernisation of ageing fleets, expansion of metro and high-speed rail projects, and advances in material technology that enhance durability and performance. COVID-19 caused temporary supply chain disruptions, but recovery was strong as rail projects resumed globally. The market is expected to expand further, from US$ 2.6B in CY25 to US$ 3.4B by CY30 at a CAGR of 5.5%. Demand will be fueled by innovations such as lightweight composite brake discs, which improve braking efficiency and reduce wear, as well as the increasing adoption of high-speed and automated rail systems. Strategic partnerships, localisation of manufacturing, and performance-driven R&D are expected to remain key growth drivers. 3.3.2 Rail network expansion, rising rail demand, advanced materials, safety standards, and IoT maintenance are driving growth in the global rolling stock brake discs market 164 G(U S o lo b a l r o l lin g sS $ B , C Y 2 0 -3 0 P 2 .0 C Y 2 0 urce(s): 1 L attice an alysis t) o c k b r a k e d C A G R5 .4 % is c s m a r k e t 2 .6 C Y 2 5 C A G5 .5 % R C 3 Y .4 3 0 P3.3.3 APAC is projected to remain the leading market for rolling stock brake discs, driven by extensive rail expansion and advanced braking system adoption The global rolling stock brake disc market was valued at US$ 2.6B by CY25 and is projected to reach nearly US$ 3.4B by CY30, reflecting a CAGR of 5.5%. • APAC is expected to remain the largest regional market, expanding its share from 35% in CY25 to 36% by CY30. Growth is driven by massive metro, high-speed rail, and freight network expansion across China, India, and Southeast Asia, coupled with increased adoption of lightweight and high-performance braking systems. • North America will see its share decline marginally from 29.7% in CY25 to 27.5% in CY30, even as the region benefits from freight rail modernisation, passenger fleet upgrades, and a gradual shift toward energy- efficient braking solutions. • Europe is projected to retain a strong 24-25% share through the period CY25-30, supported by stringent safety and emission standards, periodic fleet renewals, and maintenance programs across mature rail networks such as Germany, France, and the UK. • MEA is expected to grow from 6% to 6.2%, driven by large-scale infrastructure development and modernisation initiatives in Saudi Arabia, UAE, and Qatar, focusing on high-speed and urban rail systems. • South America will maintain a 5-5.5% share, supported by emerging railway projects, increased public investment, and sustainability-focused fleet upgrades in countries like Brazil and Argentina. Segmentation of global rolling stock brake disc market -By region (US$ B, CY20 -30P) CAGR CAGR CY20-25 CY25-30 3.4 5.4% 5.5% 5.5% 7.6% 7.5% 2.6 6.2% 8.2% 6.4% 5.0% 24.8% 6.1 5.9 2.0 6.0% 4.5% 24.3% 5.2% 23.5% 27.5% 3.2 3.9 29.7% 33.0% 36.0% 6.2% 6.1% 35.0% 33.8% CY20 CY25 CY30P APAC North America Europe MEA South America Source(s): 1Lattice analysis 3.3.4 The Indian rolling stock brake disc market is projected to reach INR 5.0B (US$ 59.1M) in FY30 from INR 2.4B (US$ 28.4M) in FY25 with a CAGR of 16.0% The Indian rolling stock brake disc market grew from INR 1.1B (US$ 15.6M) in FY20 to around INR 2.4B (US$ 28.4M) in FY25, registering a CAGR of 16.9%, and is projected to reach nearly INR 5.0B (US$ 59.1M) by FY30, reflecting a CAGR of 16.0% over FY25-30. Rising passenger and freight rail volumes, modernisation of rolling stock, safety-driven upgrades, domestic manufacturing initiatives, and investments in metro and semi-high-speed rail projects drove growth between FY20 and FY25. Looking ahead to FY25-30, market expansion is expected to be supported by fleet modernisation, new locomotive rollouts, retrofitting of existing braking systems, stricter safety regulations, and increasing adoption of advanced, energy-efficient braking technologies that enhance performance, reduce wear, and improve operational reliability. 1653.3.5 Indian rolling stock brake disc demand rises due to modernisation, electrification, traffic growth, and focus on safety, performance, and sustainability 3.3.6 The rolling stock brake disc market comprises specialised global and domestic manufacturers serving safety- critical railway applications The rolling stock brake disc market comprises a mix of multinational corporations and specialised engineering manufacturers supplying braking systems and friction components for locomotives, metro trains, and high-speed rail applications. Brake discs form a critical safety component in railway operations, requiring stringent material standards, thermal resistance capabilities, and regulatory compliance. Market participation is characterised by high technical barriers, established OEM relationships, and adherence to international railway safety certifications. 166In addition to global braking system providers, the Indian brake disc market is supported by domestic manufacturers engaged in the production of forged components, friction materials, and railway-grade braking systems. These companies benefit from increasing rolling stock procurement, fleet modernisation, and localisation initiatives under Make in India. • Bharat Forge Limited: Engaged in the manufacturing of forged and machined components, including railway-grade brake discs and safety-critical assemblies for rolling stock applications. The company leverages its metallurgical expertise and large-scale forging capabilities to serve both domestic and export railway markets. • Pioneer Fil-med Limited: Engaged in the manufacturing of railway brake discs and precision-engineered braking components for locomotive and rolling stock applications, supporting domestic manufacturers through railway-compliant products aligned with operational safety standards. • Jupiter Wagons Limited: Primarily engaged in the manufacturing of railway wagons and integrated rolling stock components. Through its railway-focused manufacturing ecosystem, the company has exposure to braking systems and associated assemblies supporting freight and passenger rail applications. • Sona BLW Precision Forgings Limited (Sona Comstar): A precision engineering company engaged in the manufacturing of forged and machined components for transportation applications. Its expertise in high- performance metallurgy and engineered assemblies positions it within the broader railway component ecosystem. In addition, several specialised domestic foundries and engineering firms contribute to the brake disc value chain through cast steel discs, heat-treated components, and precision-machined assemblies, further strengthening localisation within India’s railway braking systems segment. 3.4 Filters 3.4.1 Global rolling stock filters market grew from US$ 2.7B in CY20 to US$ 3.4B in CY25 and is expected to rise to US$ 4.5B by CY30 The global rolling stock filters market recorded steady growth between CY20 and CY25, rising from US$ 2.7B in CY20 to US$ 3.4B in CY25, at a CAGR of 5.2%. Growth was driven by increasing freight transport demand, stricter emission regulations, and a focus on maintenance efficiency. Although COVID-19 caused temporary delays, project activity quickly resumed, and demand for advanced filtration systems gained momentum. The market is expected to rise from US$ 3.4B in CY25 to US$ 4.5B in CY30, accelerating at a CAGR of 5.5%. Growth will be supported by rail network expansions, retrofitting demand in mature markets, and the rising adoption of energy-efficient filtration solutions. Global suppliers are scaling operations through strategic partnerships, while regional manufacturers benefit from localisation initiatives and cost advantages. 1673.4.2 Global rolling stock filter market growth is driven by rising comfort demand, infrastructure expansion, emission rules, and digital integration 3.4.3 APAC and North America to lead global rolling stock filter market growth, supported by network expansion, modernisation, and emission-focused technologies The global rolling stock filters market is set to grow steadily between CY25 and CY30, rising from US$ 3.4B in CY25 to US$ 4.5B in CY30, reflecting a CAGR of 5.5% during the period. • APAC is expected to remain the largest regional market, rising from 30% share in CY25 to 32% in CY30. Growth is driven by large-scale railway expansion, rolling stock modernisation, and the increasing adoption of advanced filtration systems in China, India, and Southeast Asia. 168 G lo b a l r o l lin g s(U S $ B , C Y 2 0 -3 0 P 2 .7 C Y 2 0 S o urce(s): 1 L attice an alysis t) o c k f il t e r s C A G5 .2 % m R a r k e t C 3 Y .4 2 5 C A G5 .5 % R C 4 Y .5 3 0 P• Europe is projected to hold 20% share by CY30, supported by stringent emission regulations, ongoing fleet maintenance programs, and retrofit activities across mature rail systems such as Germany, France, and the UK. • North America will increase its share slightly from 25% in CY25 to 26% by CY30, fueled by freight traffic growth, locomotive modernisation, and rising emphasis on energy efficiency and sustainable technologies in the US and Canada. • South America is expected to maintain a modest 10-11% share, led by rail infrastructure development projects and freight corridor upgrades in countries such as Brazil and Argentina. • MEA will also contribute around 11% by CY30, up from 10% in CY25, supported by rapid network expansion and retrofit initiatives in Saudi Arabia, UAE, and Qatar, where governments are actively investing in passenger rail and metro systems. Segmentation of global rolling stock filter market -By region (US$ B, CY20 -30P) CAGR CAGR CY20-25 CY25-30 4.5 5.2% 5.5% 11% 13.0% 7.5% 3.4 11% 5.2% 7.5% 10% 2.7 10% 20% 2.2 0.8 7% 10% 25% 26% 5.2 6.3 29% 25% 25% 32% 5.9% 6.8% 29% 30% CY20 CY25 CY30P APAC North America Europe South America MEA Source(s): 1Lattice analysis 3.4.4 Indian rolling stock filters market is projected to reach INR 16.8B (US$ 198.7M) in FY30 from INR 10.2B (US$ 120.6M) in FY25 with a CAGR of 10.4% The Indian rolling stock filters market grew from INR 6.1B (US$ 86.5M) in FY20 to INR 10.2B (120.6M) in FY25, registering a CAGR of 11.0%. Rising freight and passenger rail volumes, stringent emission regulations, and increased focus on locomotive maintenance efficiency drove growth. Expansion of railway infrastructure under initiatives such as Dedicated Freight Corridors and Smart Rail projects, alongside retrofitting of ageing locomotives, supported demand. Looking ahead, it is expected to rise to INR 16.8B (US$ 198.7M) by FY30, with an estimated CAGR of 10.4% during FY25-30. The demand will be driven by new locomotive rollouts, fleet modernisation, retrofit projects, stricter emission norms, expansion of rail networks in Tier-2 and Tier-3 cities, localisation of filter manufacturing, and increasing adoption of advanced, energy-efficient air filtration systems that enhance performance and reduce operational costs. 1693.4.5 Indian rolling stock filter market growth is driven by modernisation, rising traffic, locomotive production, and heightened health standards 3.4.6 The rolling stock filter market is supported by established global and domestic manufacturers specialising in advanced filtration technologies The rolling stock filter market comprises manufacturers specialising in air, fuel, oil, hydraulic, and cabin filtration systems designed for railway and metro rail applications. Filtration systems play a critical role in ensuring engine efficiency, passenger comfort, equipment longevity, and regulatory compliance with emission and air quality standards. Market participation is characterised by technological capability in multi-stage filtration, material science innovation, and long-term supply relationships with OEMs and railway operators. 170The Indian rolling stock filter segment is supported by domestic manufacturers engaged in the production of railway- grade air filters, oil filters, fuel filtration systems, and HVAC filtration components catering to locomotive, metro, and coach applications. Increasing electrification, stricter emission norms, and higher passenger comfort standards are strengthening demand for advanced filtration systems in both mainline and urban rail networks. Select Indian participants include: • Pioneer Fil-med Limited: Engaged in the manufacturing of railway air, oil, and fuel filters designed for locomotive and rolling stock applications, supporting equipment efficiency and maintenance optimisation within Indian Railways and associated OEM ecosystems. The company is also a Category-I approved supplier to Indian Railways for filters, reflecting compliance with stringent qualification and testing standards. • MMHP India: Manufactures air, oil, and fuel filtration systems and assemblies catering to rolling stock and locomotive applications. The company supplies filtration components for railway engines and associated equipment and supports maintenance and operational reliability requirements across railway and industrial applications. • Rail Associate Enterprises (Alco Filters & Strainers): Specialises in locomotive filters and strainers, including air, fuel, and oil filtration systems designed for railway engine and auxiliary applications. The company focuses on filtration solutions supporting locomotive performance, maintenance efficiency, and operational reliability across railway equipment. 3.5 Bogie 3.5.1 Global rolling stock bogie market grew from US$ 2.9B in CY20 to US$ 3.6B in CY25 and is projected to rise to US$ 4.6B by CY30 The global rolling stock bogie market grew from US$ 2.9B in CY20 to US$ 3.6B in CY25 with a CAGR of 4.5%. Growth was driven by the expansion of railway infrastructure across developed and emerging markets, rising focus on passenger comfort and ride safety, and modernisation of existing rolling stock fleets. Although the COVID-19 pandemic caused short-term delays in supply chains and project execution, investments in metro, high-speed, and freight rail networks quickly resumed, driving demand for reliable, energy-efficient bogie systems. The market is expected to expand further, from US$ 3.6B in CY25 to US$ 4.6B by CY30 at a CAGR of 4.9%. This growth will be supported by continued infrastructure development, increasing adoption of lightweight and energy- efficient bogie designs, and integration of IoT-enabled monitoring and predictive maintenance tools. Advancements 171 C o m p a n y K ey so lu tio n s / p r o d u c ts F iltra tio n so lu tio n s fo r e n g in e a n d in d u stria l a p p lic atio n s: a ir, o il, a n d liq u id filtratio n sy ste m s D u st c o lle c to rs C o m p resse d air p u rific a tio n so lu tio n s A u to m o tiv e filters In d u strial filtra tio n sy ste m s R e sid en tial a ir a n d w a ter filte rs R a il: a ir, fu e l, o il, b ra k e c o m p resso r, c ab in a ir filted e sicc a n t b o x e s L iq u id filte rs C a rtrid g e filters C h e m ic al filte rs S e p a rato rs P u rifiers fo r railw a y s, in d u stria l, a u to m o tiv e , a ero sp ac e , a n d en e rg y ap p lica tio n s P re m iu m c le a n air so lu tio n s H ig h -e ffic ie n cy a ir filtratio n M o le cu la r filters P o llu tio n c o n tro l sy ste m s fo r c o m m e rcia l a n d in d u stria l ap p lica tio n s S e a lin g , filtra tio n , a n d te c h n ic a l te x tiles so lu tio n s A ir, liq u id , a n d g as filtratio n p ro d u cts fo r a u to m o tiv e , in d u stria l m a n u fa ctu rin g , h e alth ca re , a n d o th e r se c to rs rs, G lo b a l o v e r v ie w O p e ra te s in o v e r 4 0 lo ca tio n s w o rld w id e an d h o ld s m o re th an 2 ,8 0 0 a ctiv e p a ten ts O p e ra te s in m o re th a n 8 0 lo ca tio n s g lo b a lly F o rtu n e 2 5 0 g lo b al lea d e r in m o tio n a n d co n tro l tec h n o lo g ie s O p e ra te lo ca l sa le s o ffic e s in 3 5 c o u n trie s, p ro v id in g su p p o rt to cu sto m e rs a cro ss d iv erse in d u stries an d c o m m u n itie s w o rld w id e O p e ra te s in o v e r 5 0 0 sites a cro ss 6 0 c o u n trie s w o rld w id e an d A c tiv itie s in In d ia H a s re g io n al h e ad q u a rters in G u rg a o n H a s a 5 0 ,0 0 0 -sq u a re -fo o t fac ility lo c a te d in P u n e th a t m a n u fa ctu re s in d u stria l d u st, fu m e , a n d m ist c o lle cto rs a n d filte rs to se rv e th e S o u th A sia n m a rk e t H a s fiv e m a n u fa ctu rin g p la n ts in In d ia (th ree in K a rn ata k a , tw o in H a ry an a ) a n d a w o rld -c la ss R & D c e n tre in B en g a lu ru O p e ra te s in In d ia th ro u g h P a rk e r H a n n ifin In d ia P v t. L td ., w ith a re g io n al h e ad q u a rters in N av i M u m b a i H a s a m an u fa c tu rin g fa cility in M a n esar, H a ry a n a , a n d rec e n tly c o m m issio n e d a n e w p ro d u c tio n lin e fo r H E P A a n d U L P A filte rs in In d ia H a s b e e n p resen t in In d ia sin c e 1 8 6 7 , o p e ratin g 1 1 a ffilia ted e n tities, in clu d in g p ro d u c tio n fa cilities, sa les an d serv ic e o ffic e s, a n d R & D c e n te rsin suspension technologies, use of high-strength composite materials, and digital maintenance systems will enhance safety, reduce downtime, and strengthen lifecycle performance. 3.5.2 Global rolling stock bogie market growth is driven by rail infrastructure growth, comfort & safety focus, energy-efficient designs, and smart maintenance technologies 3.5.3 APAC and Europe to lead global rolling stock bogie market growth, supported by large-scale network expansion, fleet modernisation, and adoption of lightweight, low-maintenance designs The global rolling stock bogie market is set to grow steadily between CY25 and CY30, rising from US$ 3.6B in CY25 to US$ 4.6B in CY30, reflecting a CAGR of 4.9% during the period. • APAC is expected to remain the largest regional market, rising from 40% share in CY25 to 42% in CY30. Growth is driven by high-speed and metro rail expansion across China, India, and Southeast Asia, alongside sustained investment in modern passenger and freight rolling stock. • Europe is projected to hold 21% share by CY30, supported by extensive fleet renewal programs, safety compliance upgrades, and the adoption of advanced, low-maintenance bogie technologies across Germany, France, and the UK. • North America is projected to see its share decline slightly from 25% to 20%, despite continued freight rail modernisation and commuter train refurbishment initiatives across the US and Canada. 172 R R R R a a a a G lo b a l r o l lin g s t(U S $ B , C Y 2 0 -3 0 P ) 2 .9 C Y 2 0 S o urce(s): 1L attice an alysis K e il in f r a s t r u c t u r e g r o w t h il in f r a s t r u c t u r e g r o w t h il in f r a s t r u c t u r e g r o w t h il in f r a s t r u c t u r e g r o w t h o c k b o g i e m a r k e t C A G R4 .9 % 4 .6C A G R4 .5 % 3 .6 C Y 2 5 C Y 3 0 P y g r o w t h d r iv e r s f o r g lo b a l r o llin g s t o c k b o g ie m a r k e t O n g o in g in v e s tm e n ts in h ig h - s p e e d , m e tr o , a n d f r e ig h t r a il p r o je c ts a c r o s s r e g io n s a r e b o o s tin g d e m a n d f o r a d v a n c e d b o g ie s y s te m s M o d e r n is a tio n o f le g a c y f le e ts in e m e r g in g m a r k e ts is c r e a tin g r e p la c e m e n t d e m a n d f o r lig h tw e ig h t, lo w - m a in te n a n c e b o g ie s R is in g p a s s e n g e r e x p e c ta tio n s a n d s a f e ty s ta n d a r d s a r e d r iv in g a d o p tio n o f b o g ie s w ith im p r o v e d s u s p e n s io n a n d n o is e - d a m p in g s y s te m s O E M s a r e in te g r a tin g a d v a n c e d d a m p in g m a te r ia ls a n d a c tiv e s u s p e n s io n c o n tr o l to e n h a n c e r id e s ta b ility G r o w in g e m p h a s is o n e n e rg y e f fic ie n c y is e n c o u r a g in g th e u s e o f lig h tw e ig h t m a te r ia ls a n d o p tim iz e d b o g ie s tr u c tu r e s L ig h te r b o g ie d e s ig n s r e d u c e e n e rg y c o n s u m p tio n , im p r o v e s p e e d , a n d lo w e r lif e c y c le m a in te n a n c e c o s ts I o T - e n a b le d m o n ito r in g s y s te m s e n a b le r e a l - tim e d ia g n o s tic s , im p r o v in g r e lia b ility a n d s a f e ty o f b o g ie c o m p o n e n ts P r e d ic tiv e a n a ly tic s a n d c o n d itio n - b a s e d m a in te n a n c e r e d u c e d o w n tim e a n d o p tim iz e o v e r h a u l in te r v a ls• South America is expected to grow from 5% to 6%, supported by public investment in passenger and freight corridors in Brazil, Argentina, and Chile. • MEA will increase its contribution from 10% to 11%, led by large infrastructure projects and urban rail development in Saudi Arabia, the UAE, and Egypt. 3.5.4 Indian rolling stock bogie frame market is projected to reach INR 11.3B (US$ 133.6M) in FY30 from INR 4.8B (US$ 56.8M) in FY25 with a CAGR of 18.6% Indian rolling stock filters market grew from INR 3.1B (US$ 44.0M) in FY20 to INR 4.8B (US$ 56.8M) in FY25, with a CAGR of 9.1%. Growth was driven by the increasing adoption of LHB bogie frames, higher demand for locomotive bogie frames, and sustained government focus on railway modernisation. Expansion of production capacity at key manufacturing units such as the Integral Coach Factory (ICF), Modern Coach Factory (MCF), and Chittaranjan Locomotive Works (CLW) further supported strong volume growth. In FY25, LHB bogie frames accounted for 57% of total demand, while loco bogie frames contributed 43%. Looking ahead, it is expected to rise to INR 11.3B (US$ 133.6M) by FY30, with an estimated CAGR of 18.6% during FY25-30. The demand will be supported by continued rollout of Vande Bharat, Amrit Bharat, and metro train projects, alongside replacement of conventional ICF-type coaches with LHB-based platforms. Increased focus on lightweight, high- strength bogie frame materials, localised manufacturing, and design standardisation under the Make in India initiative will further strengthen cost efficiency and production scalability. By FY30, LHB bogie frames are expected to comprise 62% of total demand, with loco bogie frames contributing 38%, reflecting the ongoing transition toward safer, faster, and low-maintenance rolling stock. 173 S e(U S o g m e n t a tio n o f g loS $ B , C Y 2 0-3 0 P ) 2 .9 8 %4 % 1 8 % 3 2 % 3 8 % C Y 2 0 A P A C urce(s): 1 L attice an alysis b a N l r o o rth llin A m g s to e ric c a k b 5 % o g ie m 3 .6 1 0 % 2 0 % 2 5 % 4 0 % C Y 2 5 E u ro p a e r k e t - S B o u y r e th A g m io e n ric a C 4 .6 1 1 %6 % 2 1 % 2 0 % 4 2 % Y 3 M 0 P E A C C A G RY 2 0 -2 4 .5 % 9 .3 %9 .3 % 6 .7 (0 .5 ) 5 .6 % 5 C A G RC Y 2 5 -3 4 .9 % 6 .9 %8 .8 % 5 .9 0 .3 5 .9 % 0Indian rolling stock bogie frame market (INR B, FY20-30P) CAGR CAGR FY20-25 FY25-30 11.3 9.1% 18.6% 38.0% 19.0 15.7 4.8 3.1 43.0% 62.0% 4.0% 20.6% 27.8% 72.2% 57.0% FY20 FY25 FY30P LHB bogie frame Loco bogie frame Source(s): 1Lattice analysis 3.6 Axle box 3.6.1 Global rolling stock axle box market grew from US$ 1.1B in CY20 to US$ 1.4B in CY25 and is projected to rise to US$ 1.8B by CY30 The global rolling stock axle box market grew from US$ 1.1B in CY20 to US$ 1.4B in CY25 with a CAGR of 5.1%. Growth was driven by the expansion of passenger and freight rail networks, increasing focus on safety and performance reliability, and improvements in bearing design and material strength. Post-pandemic recovery in production and maintenance activities, coupled with the replacement of ageing components, has further supported market stability and demand. The market is expected to expand further, from US$ 1.4B in CY25 to US$ 1.8B by CY30 at a CAGR of 5.3%. This growth will be supported by wider adoption of advanced bearing materials, lightweight housings, and digitally integrated monitoring systems that enhance performance and safety. The introduction of predictive maintenance tools, combined with stricter compliance norms, will drive innovation in low-maintenance axle box solutions. Growing localisation of manufacturing and increasing collaboration between OEMs and component suppliers are expected to strengthen product quality, cost efficiency, and long-term service reliability across global rail networks. 174 S G lo b a(U S $ B o urce(s): 1 l r o l lin g s, C Y 2 0 -3 0 P 1 .1 C Y 2 0 L attice an alysis t) o c k a x le b o C A G R5 .1 % x m a r k e t C 1 Y .4 2 5 C A G5 .3 % R C 1 Y .8 3 0 P3.6.2 Global rolling stock axle box market growth is driven by rail network expansion, bearing & material innovation, safety & reliability, and digital monitoring & predictive maintenance Key growth drivers for global rolling stock axle box market Rising investments in metro, regional, and high -speed rail networks are increasing demand for axle boxes across passenger and freight segments Rail network Modernisation of existing rolling stock fleets in Europe and Asia is supporting expansion replacement demand for advanced axle box systems Advancements in bearing technology and heat -resistant materials are improving axle box durability and load-handling capacity Bearing & material Use of lightweight alloys and composite housings reduces vibration and innovation enhances energy efficiency Stricter global safety regulations and certification requirements are pushing manufacturers to enhance fatigue resistance and sealing performance Safety & reliability Demand for low-maintenance, sealed bearing units is growing as operators aim standards to improve lifecycle reliability Integration of IoT sensors and temperature/vibration monitoring systems enables real-time performance tracking of axle boxes Digital monitoring & Predictive maintenance tools help reduce failures, extend overhaul intervals, and predictive improve asset utilisationfor operators maintenance 3.6.3 APAC and Europe to drive global rolling stock axle box market growth, led by high-speed rail deployment, stringent safety standards, and rising demand for advanced bearing technologies The global rolling stock axle box market is set to grow steadily between CY25 and CY30, rising from US$ 1.4B in CY25 to US$ 1.8B in CY30, reflecting a CAGR of 5.3% during the period. • APAC is expected to remain the largest regional market, rising from 40% share in CY25 to 42% in CY30. Growth is driven by strong investments in high-speed rail, metro networks, and cross-border freight corridors in China, India, and Japan. • Europe will retain a share of 30%, growth driven by rigorous safety and performance standards, continuous fleet modernisation, and emphasis on lightweight, high-durability axle box assemblies across leading rail markets. • North America is anticipated to witness a minor dip in share from 15% to 12%, even as the region continues to invest in rolling stock refurbishment, predictive maintenance, and sustainable rail technologies. • South America will hold a steady 10% share through CY30, led by rail railway infrastructure upgrades, localisation initiatives, and rising rolling stock imports in Brazil and Argentina. • MEA will also contribute around 6% by CY30, up from 5% in CY25, supported by large passenger and freight rail projects and fleet modernisation across Saudi Arabia, the UAE, and Egypt. 175Segmentation of global rolling stock axle box market -By region (US$ B, CY20-30P) CAGR CAGR CY20-25 CY25-30 1.8 5.1% 5.3% 6% 9.8% 7.3% 1.4 10% 9.8% 5.3% 5% 1.1 10% 30% 5.7 5.3 4% 8% 30% 12% (2.7) 0.7 29% 15% 22% 42% 6.7% 6.3% 40% 37% CY20 CY25 CY30P APAC North America Europe South America MEA Source(s): 1Lattice analysis 3.6.4 Indian rolling stock axle box market is projected to reach INR 1.9B (US$ 22.5M) in FY30 from INR 0.9B (US$ 10.6M) in FY25 with a CAGR of 15.7% The Indian rolling stock filters market grew from INR 0.4B (US$ 5.7M) in FY20 to INR 0.9B (US$ 10.6M) in FY25, with a CAGR of 19.0%. Growth was supported by rising rail vehicle production, modernisation of wheel assembly systems, and higher axle load capacity in locomotives and freight wagons. Government emphasis on indigenisation, alongside expansion of metro and suburban rail systems, also boosted demand for precision-engineered axle box assemblies. Looking ahead, it is expected to rise to INR 1.9B (US$ 22.5M) by FY30, with an estimated CAGR of 15.7% during FY25-30. Growth will be driven by continued investments in high-speed rail, freight corridor development, and metro projects, coupled with adoption of condition-based monitoring systems and advanced bearing technologies. Increasing localisation, partnerships with global OEMs, and demand for low-maintenance, high-durability axle boxes will further enhance domestic manufacturing strength and export competitiveness. Indian rolling stock axle box market (US$ B, FY20-30P) CAGR 1.9 15.7% CAGR 19.0% 0.9 0.4 FY20 FY25 FY30P Source(s): 1Lattice analysis 1763.7 The Indian railway industry faces significant supply challenges due to geopolitical tensions, raw material volatility, logistical delays, and stringent quality compliance requirements 4. Strong expansion in metro rail driving PSD demand 4.1 India’s metro network expanded fourfold since CY14, driven by rapid commissioning, higher budgets, and strong global–domestic funding collaborations India’s metro network has expanded rapidly over the past decade and is now operational in more than 20 cities. From 248 km across 5 cities in CY14, it has grown to 1,013 km spanning 23 cities as of May 2025, an addition of 763 km in 11 years. Correspondingly, average daily ridership has increased from 28L in FY14 to over 1.12Cr in FY25, reflecting a significant rise in urban transit adoption. The rate of new line commissioning has accelerated substantially, rising from 0.68 km per month before CY14 to around 6 km per month currently. The annual metro budget has also grown sharply, reaching ~INR 348B for FY26, compared to ~INR 58B in FY14, highlighting increased government investment in metro infrastructure and expansion. 177Global partnerships are also playing a key role in expanding India’s metro network. For instance, the Mumbai Metro Line 3 (MML-3) project, with a total investment of ~INR 231.4B, is largely funded through a combination of international and domestic sources. The Japan International Cooperation Agency (JICA) is providing ~INR 132.B, accounting for 57.2% of the total project cost, while the remaining funding is shared by the Government of India and the Maharashtra State Government/Mumbai Metropolitan Region Development Authority (MMRDA). This project exemplifies effective collaboration between international lenders and domestic agencies in India’s urban transport infrastructure development. 178 D P B A W U p c o m in g m e tr o p r o je c ts in th e p ip e lin e a c r o s s I n d ia n c itie s e lh i m e tr o e x te n s io n s A e ro c ity -T u g h la k a b a d c o rr id o r e x te n s io n to I n d ira G a n d h i D o m e s tic T e r m in a l -1 (2 .1 6 k m , u n d e rg ro u n d M a g e n ta lin e (L in e 8 ) e x te n s io n : R a m a k r is h n a A s h r a m M a rg to In d r a p ra s th a (9 .9 1 k m , u n d e rg ro u n d ) G o ld e n lin e (L in e 1 0 ) e x te n s io n : T u g h la k a b a d to K a lin d i K u n j (9 .0 0 k m , e le v a te d ) N o id a s e c to r-5 1 to K n o w le d g e P a r k V : 1 7 .4 4 k m u n e M e tr o P h a s e -2 T w o e le v a te d c o rrid o rs , V a n a z C h a n d a n i C h o w k a n d R a m w a d i-W a g h o li, 1 2 .7 5 k m w ith 1 3 s ta tio n s , a p p ro v e d w ith a fo u r -y e a r c o m p le tio n tim e lin e W ill im p ro v e a c c e s s to IT h u b s , e d u c a tio n a l in stitu tio n s , a n d in te rc ity b u s te rm in a ls , in c re a sin g p u b lic tra n u sa g e a n g a lo r e M e tr o P h a s e -3 C ity c u rre n tly h a s ~ 7 5 k m o p e ra tio n a l a n d ~ 1 4 5 k m u n d e r c o n s tru c tio n , in c lu d in g K a le n a A g r a h a ra -N a g a w a r a , R V R o a d -B o m m a s a n d ra , O u te r R in g R o a d -A irp o r t (P h a s e 2 A /2 B ), a n d P h a s e 3 c o rr id o r s (O ra n g e & G re y L in e s ) 4 5 k m s a n c tio n e d b y th e c e n tra l g o v e rn m e n t f o r IN R 1 5 6 B ; in c lu d e s o r a n g e lin e a n d g re y lin e h m e d a b a d M e tr o P h a s e -2 A E x te n s io n fo r d ire c t c o n n e c tiv ity to S a rd a r V a lla b h b h a i P a te l A irp o rt (6 .0 3 k m ), to p r o v id e f a s te r a n d c o n v e n ie n t a c c e s s to th e a irp o rt fo r c o m m u te rs , a irp o rt s ta ff , a n d re s id e n ts a te r M e tr o E x p a n s io n T e c h n ic a l fe a s ib ility s tu d y a p p ro v e d fo r 2 4 c itie s , fo llo w in g th e K o c h i M e tro m o d e l C itie s in c lu d e G u w a h a ti, D ib ru g a r h , a n d T e z p u r in A s s a m A im s to im p ro v e c o n n e c tiv ity , re d u c e ro a d c o n g e s tio n , a n d p ro m o te s u s ta in a b le tra n s it ) s p o rt4.2 India’s urban mobility is driven by policies promoting sustainable metros, integrated transport, green infrastructure, and transit-oriented urban development 4.3 India’s metro coach manufacturing ecosystem is expanding rapidly, driven by Make-in-India initiatives and growing domestic and export-focused production capacity India has rapidly developed a strong domestic metro coach manufacturing ecosystem through established public enterprises such as BEML, global OEMs like Alstom, and private domestic players, including Titagarh. Major manufacturing facilities located in Sri City, Savli, and Bengaluru (BEML) are operational or under expansion, producing hundreds to thousands of coaches in recent years. These facilities cater to both domestic demand and exports under the “Make in India - Make for the World” initiative. 1794.4 India’s metro sector is advancing toward automation and digital integration, emphasising indigenous manufacturing, smart ticketing, and real-time operational technologies India currently ranks as the third-largest metro network globally, reflecting steady investment in urban transport infrastructure and the government’s ongoing focus on sustainable city transit systems. Under the ambitious Make-in- India initiative, the government has mandated that at least 75% of metro coaches and 25% of critical equipment and subsystems be sourced domestically, promoting local manufacturing and self-reliance in the urban mobility sector. The future direction of metro systems is defined by digitalisation and automation: • Implementation of the world’s first ETCS Level II with Hybrid Level III system using LTE radio backbone on the Namo Bharat route, enhancing train safety, operational speed, and real-time monitoring. • Platform Screen Doors (PSD) co‑developed by BEL and NCRTC enhance safety and energy conservation. • National Common Mobility Card (NCMC) integration across 20+ networks allows seamless “One Nation, One Card” access to metro, bus, and suburban rail. • QR‑based and mobile ticketing systems supported by AI‑enabled crowd management tools are mainstreamed in new networks. • Digital twin simulations and IoT condition monitoring are emerging innovations guided by Siemens and Hitachi deployments. 4.5 Platform screen doors 4.5.1 Global platform screen doors (PSD) market is projected to reach US$ 1.4B in CY30 from US$ 1.0B in CY25 The global railway platform screen doors (PSDs) market recorded steady growth between CY20 to CY25, increasing from US$ 0.7B in CY20 to US$ 1.0B in CY25, at a CAGR of 6.3%. Growth was supported by expanding metro rail projects, rising urbanisation, and stricter safety norms. Although the COVID-19 pandemic delayed some projects, recovery was swift as governments resumed infrastructure spending. The adoption of full-height and semi-height PSDs gained momentum, driven by safety considerations, crowd management, and the rollout of automated metro operations. PSDs help save energy in underground stations by preventing hot tunnel 180 K e y m e tr o c o a c h m a n u f a c tu r in g c o m p a n ie s in I n d ia A lo n g - e s ta b lis h e d P S U in ra il c o a c h m a n u fa c tu rin g , B E M L h a s d e liv e r e d o v e r 2 ,0 0 0 m e tro c o a c h e s fo r D e lh i, B a n g a lo r e , K o lk a ta , J a ip u r , a n d M u m b a i n e tw o r k s A n n o u n c e d IN R 1 8 B in v e s tm e n t to e s ta b lis h a 1 4 8 - a c r e fa c ility in R a is e n , M a d h y a P ra d e s h fo r th e d e s ig n , m a n u fa c tu re , a s s e m b ly , a n d te s tin g o f m e tro a n d h ig h - s p e e d ra il c o a c h e s , in c lu d in g V a n d e B h a ra t tr a in s , a s w e ll a s s e le c te d d e fe n c e p r o d u c ts W ith 6 m a n u fa c tu rin g s ite s a n d 2 m a jo r e n g in e e rin g c e n tr e s in In d ia , A ls to m s u p p o r ts d o m e s tic m e tro a n d r a il p ro je c ts Its S ri C ity f a c ility h a s a n a n n u a l p ro d u c tio n c a p a c ity o f 4 8 0 m e tro c a rs a n d a p ro v e n tra c k r e c o rd o f s u p p ly in g tra in s e ts fo r m a jo r d o m e s tic a n d in te rn a tio n a l p ro je c ts , in c lu d in g d r iv e r le s s m e tro s f o r M u m b a i s A q u a L in e , D e lh i P h a s e IV , C h e n n a i P h a s e II , M o n tre a l, a n d S y d n e y A c h ie v e d a m ile s to n e b y s e c u rin g its firs t m e tro c o n tra c t fro m M a h a ra s h tr a M e tr o R a il C o r p o ra tio n fo r th e P u n e M e tro p r o je c t , in tro d u c in g In d ia s f irs t a lu m in iu m -b o d ie d m e tro c o a c h e sB u ild in g o n th e s u c c e s s o f th e P u n e p r o je c t , T ita g a r h h a s s in c e b e c o m e a m a jo r s u p p lie r fo r m e tr o s y s te m s in B e n g a lu ru , S u ra t, A h m e d a b a d , a n d M u m b a i O n e o f In d ia s la rg e s t ro llin g s to c k m a n u fa c tu re rs , m a n a g e d b y In d ia n R a ilw a y s , w ith o v e r 7 5 ,0 0 0 p a s s e n g e r c o a c h e s b u ilt to d a te a n d e x p a n d in g c a p a b ilitie s in to m e tro a n d r e g io n a l ra il s e g m e n ts H a s s u p p lie d m e tro c o a c h e s fo r K o lk a ta M e tro R a ilw a y s a n d s u c c e s s fu lly la u n c h e d th e fir s t V a n d e M e tro tra in o p e ra tin g b e tw e e n A h m e d a b a d a n d B h u j in S e p te m b e r 2 0 2 4air from entering the platform. This allows air-conditioning systems to operate more efficiently, reducing HVAC energy consumption. The market is projected to rise from US$ 1.0B in CY25 to US$ 1.4B in CY30, accelerating at a CAGR of 6.7%. Growth will be led by large-scale metro expansions in the APAC and MEA, alongside retrofitting demand in mature markets. Global suppliers are scaling operations through partnerships with transit authorities, while regional manufacturers are benefiting from localisation initiatives and cost competitiveness. 4.5.2 The global platform screen doors market is driven by urbanisation, safety regulations, technology advancements, and infrastructure investment 4.5.3 APAC leads in CY25 and is also expected to lead the global platform screen door market, accounting for 44.5% share by CY30 The global PSD market is set to grow steadily between CY24 and CY29, driven by increasing investments in metro and urban rail infrastructure. 181 G(U S o lo b a l p la t f o r mS $ B , C Y 2 0 -3 0 P 0 .7 C Y 2 0 urce(s): 1 L attice an alysis ) s c r e e n d o o C A G R6 .3 % r s m a r k e t C 1 Y .0 2 5 C A G6 .7 % R C 1 Y .4 3 0 P• By CY30, APAC is expected to be the largest contributor, accounting for 44.5% of global demand. Growth will be driven by large-scale metro expansions in China and India, and new projects across Southeast Asia. • North America is set to account for 23.0% by CY30, with growth primarily driven by metro modernisation projects in the US and Canada. • Europe is expected to hold a share of 19.0% by CY30, supported by strict safety standards and ongoing modernisation of public transport systems. • The MEA will contribute 8.0% of the market, fueled by rapid urban rail development in countries such as Saudi Arabia, the UAE, and Qatar. • South America will hold 5.5%, supported largely by retrofit demand in mature metro systems and integration with automated train operations. 4.5.4 Indian platform screen doors (PSD) market is projected to reach INR 25.9B (US$ 306.4M) in FY30 from INR 2.7B (US$ 31.9M) in FY25 The Indian platform screen doors (PSD) market grew steadily between FY20 and FY25, increasing from INR 2.1B (US$ 29.8M) to INR 2.7B (US$ 31.9M), representing a CAGR of 4.7%. This growth was primarily driven by metro network expansions across key metropolitan cities such as Delhi, Mumbai, Bengaluru, and Hyderabad, supported by the government’s continued emphasis on developing safe, efficient, and modern urban transport infrastructure. Metro rail networks across major urban centres, including Delhi, Mumbai, Ahmedabad, Chennai, and Bengaluru, are progressively incorporating platform screen door systems, particularly in underground stations and high-density corridors, reflecting a broader shift toward enhanced passenger safety and increasing system automation. While the COVID-19 pandemic led to temporary delays in project execution, momentum recovered as infrastructure development under initiatives such as Smart Cities Mission and Make in India resumed. The market is expected to rise from INR 2.7B (US$ 31.9M) in FY25 to INR 25.9B (US$ 306.4M) in FY30, accelerating at a robust CAGR of 57.1%. Growth will be led by new metro rollouts in Tier-2 cities such as Nagpur, Pune, Indore, and Surat, alongside retrofitting demand in established networks like Delhi Metro. Increasing adoption of driverless trains, enhanced passenger safety measures, and localisation of manufacturing are expected to drive sustained demand. 182 S e(U S o g m e n t a tio n o f g loS $ B , C Y 2 0-3 0 P ) 0 .7 6 .2 %6 .0 % 2 2 .4 % 2 8 .4 % 3 7 .0 % C Y 2 0 A P A C urce(s): 1 L attice an alysis b a N l p la tfo o rth A m r m s c e ric a r e e n d o o 1 .0 6 .2 %2 1 .0 % 2 6 .8 % 4 0 .1 % C Y 2 5 E u ro r m 5 .9 p e a % r k e M t - E A B y r e g S io o u n th 1 .4 8 .0 % 1 9 .0 % 2 3 .0 % 4 4 .5 % C Y 3 0 A m e 5 .5 P ric a % C C A G RY 2 0 -2 6 .3 % 5 .3 %7 .0 % 4 .9 5 .1 8 .0 % 5 C A G RC Y 2 5 -3 6 .7 % 5 .2 %1 2 .3 % 4 .6 3 .5 8 .9 % 0Indian platform screen doors market (INR B, FY20-30P) 25.9 CAGR 57.1% CAGR 4.7% 2.1 2.7 FY20 FY25 FY30P Source(s): 1Lattice analysis 4.5.5 Platform screen door growth in India is driven by metro expansion, safety mandates, crowd management efficiency, and local manufacturing priorities 4.5.6 The platform screen door market is supported by established global and domestic manufacturers focused on metro rail safety and automation The platform screen door (PSD) segment comprises specialised manufacturers engaged in the design, engineering, and installation of automated door systems for metro rail and urban transit networks. PSD systems play a critical role in enhancing passenger safety, preventing track intrusion, improving climate control within stations, and supporting driverless and high-frequency metro operations. Market participation is characterised by strong integration capabilities with signalling systems, train control technologies, and station infrastructure. 183In addition to multinational suppliers, the Indian platform screen door (PSD) segment is supported by select domestic manufacturers and automation-focused engineering companies engaged in the design, manufacturing, integration, and installation of PSD systems for metro and rapid rail transit projects. Increasing metro network expansion, enhanced passenger safety norms, and adoption of automated train operations are strengthening domestic participation in this segment. • Bharat Electronics Limited (BEL): A Government of India enterprise and one of India’s leading public sector electronics companies with several decades of experience in defence electronics, automation, and critical infrastructure systems. BEL has expanded its capabilities into metro infrastructure solutions, including the development of indigenous platform screen door systems in collaboration with metro and rapid transit projects across India. • Toshi Automation Solutions: An Indian automation engineering company with extensive experience in automated access and passenger safety solutions. The company is engaged in the design, manufacturing, and installation of automatic platform screen doors and associated gate systems for metro rail and urban transit networks in India. • Pioneer Fil-med Limited: An Indian engineering and manufacturing company engaged in the design, manufacturing, and supply of platform screen door systems and related rail components. The company is recognised as one of the major players in the platform screen doors and gangways segment, supported by nearly three decades of specialised experience in these product categories. • PPS International: An engineering and system integration company specialising in platform screen door systems and automation solutions for metro and railway infrastructure projects. The company provides PSD systems and related integration services for urban transit networks. • Infraca India Private Limited (Mumbai): The Indian subsidiary of Spain-based Infraca, a global provider of automatic door and platform screen door systems for metro and railway infrastructure. The company supports metro projects through the supply and integration of automated access solutions and platform safety systems. 184The presence of domestic manufacturers and system integrators enhances localisation, improves supply chain resilience, and supports India’s expanding metro rail infrastructure ecosystem. 5. Power generation sector overview and growth outlook 5.1 Overview of the power generation in India 5.1.1 Power generation in India, supporting industrial expansion while gradually shifting towards renewable sources India’s power generation sector forms the backbone of the nation’s economic growth, enabling industrial output, infrastructure development, and household electrification. Installed capacity has expanded from ~371.4 GW in FY20 to ~485.3 GW in FY25, reflecting a CAGR of 4.9%. Looking ahead, capacity is projected to reach ~778.2 GW by FY30, growing at a robust CAGR of 10.3% during FY25-30, driven by accelerated adoption of renewables and supportive policy frameworks. This steady growth has ensured reliable electricity to meet rising demand from manufacturing, transport, and services, while also supporting the digital economy and urban modernisation. Access to consistent and affordable power has been instrumental in enhancing industrial competitiveness, attracting foreign investment, and fostering rural inclusion, thereby making the sector a strategic enabler of long-term development. Beyond meeting consumption needs, power generation continues to provide the stability required for economic resilience and expansion. At the same time, India’s power sector is undergoing a structural transition, with an increasing share of renewable energy complementing conventional sources. Policy initiatives such as • Renewable energy auctions: Competitive bidding mechanisms have streamlined capacity allocation in solar and wind, ensuring transparency, price discovery, and rapid scale-up of projects. This has led to record-low tariffs and increased private sector participation. • Production-Linked Incentive (PLI) schemes: Targeted incentives are promoting domestic manufacturing of solar PV modules, batteries, and related equipment. This reduces import dependence, strengthens the local supply chain, and supports “Make in India” objectives. • Grid modernisation programs: Investments in smart grids, transmission infrastructure, and energy storage systems are enabling efficient integration of renewables into the grid. These initiatives enhance reliability, reduce transmission losses, and support the shift towards a flexible, decentralised energy mix. This balanced approach, sustaining conventional capacity while accelerating renewable expansion, positions the sector to deliver both reliable power for industrial growth and a sustainable long-term energy mix. As a result, power generation is expected to remain a cornerstone of India’s economic trajectory while supporting the broader decarbonisation agenda. 5.1.2 Evolution of India’s power generation mix The composition of India’s energy mix has undergone a marked transition over the last five years, reflecting gradual but steady diversification of sources. While thermal power continues to be the dominant contributor, its share has been declining as renewables gain ground, supported by policy incentives and cost competitiveness. Hydro and nuclear energy have maintained stable contributions, ensured grid stability and provided dependable baseload and peak-load supply. This transition underscores India’s strategic pivot towards sustainability and long-term energy security, while gradually reducing reliance on fossil fuels. 1855.2 Power generation capacity of India 5.2.1 India’s power generation capacity has witnessed significant growth, projected to rise from 485.3 GW in FY25 to 791.7GW in FY30 India’s total power generation capacity expanded from 381.6 GW in FY20 to 485.3GW in FY25, registering a 4.9% CAGR. The sector is now poised for accelerated growth, projected to reach 791.7 GW by FY30, implying a robust 10.3% CAGR. The rapid expansion is driven by significant capacity additions across thermal and renewable energy segments, alongside rising electricity demand from industrial, commercial, and residential sectors. This growth trajectory highlights India’s commitment to scaling up its energy infrastructure to support economic development and sustainability goals. • Thermal: Contribution of thermal power declined from 63.1% in FY20 to 53.0% in FY25 and is expected to reduce further to 36.8% by FY30 with steady CAGRs of 1.3% for FY20-25 and 2.5% for FY25-30 • Renewables: Share of renewables increased from 35.1% in FY20 to 45.4% in FY25 and is projected to further increase to 61.3% by FY30. Renewables exhibit strong CAGRs of 10.4% for FY20-25 and 17.1% for FY25- 30 • Nuclear power: Maintains a stable share of around 2% of total installed capacity across FY20 to projected FY30. These trends highlight India’s structural transition towards a more sustainable and diversified energy mix, supported by policy incentives and increasing demand for clean power. 1865.3 Availability of fossil fuels 5.3.1 Domestic reserves and imports of coal, oil, and natural gas India’s reliance on fossil fuels remains significant, with limited domestic reserves necessitating sustained import dependence across coal, crude oil, and natural gas. • Coal imports: Total coal imports stood at 243.1MT in FY25, marginally lower than FY20 levels, reflecting a CAGR of (0.3%) during FY20-25. In FY25, non-coking coal accounts for 77% of the import basket, while coking coal forms the remaining 23%. The stable demand highlights coal’s continued role in power generation and industrial use, despite the gradual policy-led shift toward renewables. • Despite these imports, the Ministry of Coal notes that only about 110 MT of these were non-substitutable, against a total demand of around 1,273 MT in FY24, reflecting declining import dependence as domestic production increasingly meets consumption needs. • Crude oil imports: Crude oil imports rose from 227.0M MT in FY20 to 243.2M MT in FY25, reflecting a modest CAGR of 1.4%. With domestic crude output stagnating, imports account for most refinery feedstock requirements, making India highly exposed to global crude price fluctuations. Petroleum product imports, led by LPG, petcoke, and naphtha, also registered growth, further underlining dependency on international markets. 187• India imports approximately 88% of its crude oil requirements, making it highly susceptible to global price volatility. With domestic production stagnating, imported crude remains essential for refinery feedstock, highlighting the nation’s deepening dependence on international oil markets. • Natural gas imports: Imports of natural gas increased from 24.4M MT in FY20 to 27.0M MT in FY25, posting a CAGR of 2.0%. The trend reflects rising industrial and residential demand, coupled with insufficient domestic production capacity to meet consumption needs. • This reliance underscores the critical role of LNG in bridging the gap between domestic production and consumption needs. Despite efforts to enhance domestic production, the gap between supply and consumption persists, emphasising India’s sustained dependence on global LNG markets. 5.3.2 Impact on thermal power generation The availability of fossil fuels has a direct bearing on the cost structure, efficiency, and reliability of thermal power generation in India, with the following key impacts: • High import dependency: Reliance on imported crude oil and petroleum products exposes thermal power producers to global price volatility, undermining fuel cost stability. • Cost escalation risk: Increased imports of pet coke and fuel oil, both used in industrial and captive power plants, drive up operational expenses when international prices rise. • Supply chain vulnerability: Geopolitical disruptions or trade restrictions can disrupt fuel availability, threatening consistent power generation. • Efficiency challenges: Variability in fuel quality, especially with imported grades, requires continuous adjustment in plant operations to maintain efficiency. • Policy implications: Limited domestic reserves necessitate diversification into renewable and alternative fuels to reduce long-term cost pressures on thermal power. 1885.4 Electricity demand and planned capacity addition 5.4.1 India’s electricity consumption grew from 1,108TWh in FY20 to 1,416TWh in FY25, and is projected to reach 1,949TWh by FY30 India’s electricity consumption has been rising steadily, supported by growth across domestic, industrial, and commercial segments. • Domestic demand: Domestic usage has become the largest contributor to demand, reflecting rapid urbanisation, improved electrification, and lifestyle changes. • Industrial demand: Industry continues to be a critical driver, though its relative share is projected to moderate slightly over time. • Agricultural consumption: Agriculture remains significant but is gradually losing share in the overall mix. This decline is driven by increasing energy efficiency of irrigation pumps, greater reliance on solar-powered systems, and a shift of workforce and land use away from agriculture towards industry and services. Moreover, policy measures encouraging renewable adoption in rural areas are further curbing dependence on grid-supplied electricity. • Commercial demand: Commercial consumption is expanding at a faster pace, underscoring the rise of the services economy. • Traction, railways & other smaller segments: Meanwhile, traction and railways, along with other smaller segments, are set to grow rapidly, driven by infrastructure expansion and transport electrification. 5.4.2 India’s upcoming generation pipeline spans renewables, coal, nuclear, and emerging technologies, supported by large-scale capacity additions, policy measures, and significant investments India’s energy landscape is undergoing a significant transformation, with a surge in upcoming generation projects across the spectrum spanning renewables, thermal, nuclear, and energy storage, along with a robust investment pipeline oriented toward meeting escalating demand and sustainability targets. 1895.5 Renewable energy in India 5.5.1 India targets ~500GW of non-fossil capacity by FY30, with renewables expected to contribute ~50% of the power mix India has set ambitious national targets to establish itself as a global leader in clean energy. Under the “Panchamrit” commitments announced at COP26, the country aims to achieve ~500GW of non-fossil fuel-based installed capacity by FY30, including solar, wind, hydro, and other renewable sources. The Ministry of New and Renewable Energy (MNRE) projects that ~50% of cumulative electricity capacity will come from renewables by FY30. This transition is being accelerated through: • Competitive bidding for solar and wind parks. • Production-linked incentives (PLI) to boost domestic module manufacturing. • Dedicated transmission corridors to integrate renewables efficiently. • Grid flexibility measures to handle variable supply. • Investments in storage and green hydrogen to strengthen reliability. India’s installed power generation capacity stood at ~485 GW in FY25 and is projected to reach ~792 GW by FY30, with the share of renewables expected to rise from 45% in FY25 to 61% in FY30, reflecting a strong CAGR of 17.1%. This shift highlights India’s move towards a cleaner, more diversified, and resilient power sector. The government is enabling this transition by strengthening grid flexibility, expanding rooftop solar and hybrid projects, and advancing storage and green hydrogen solutions. These measures reinforce the country’s decarbonisation agenda, bolster energy security, and create a stable policy environment that unlocks multi-billion-dollar investment opportunities across generation, transmission, and allied services. 1905.5.2 Solar, wind, hydro, and bioenergy form the cornerstone of India’s renewable energy transition, reducing fossil fuel dependency, strengthening grid reliability, and fostering sustainable economic growth India’s transition to clean energy is being powered by solar, wind, hydro, and bioenergy, which provide sustainable alternatives to fossil fuels. Together, they enhance grid stability, strengthen energy security, and support rural as well as industrial growth, making them central to India’s long-term economic and environmental strategy. 5.5.3 India’s renewable energy capacity stood at 220.1 GW in FY25 and is projected to reach 485.2 GW by FY30 with a CAGR of 17.1%, driven primarily by rapid expansion in solar and wind energy India’s installed renewable energy capacity increased from 134.0 GW in FY20 to 220.1 GW in FY25, registering a CAGR of 10.4%. Looking ahead, the capacity is projected to reach 485.2 GW by FY30, growing at a CAGR of 17.1% during FY25-30. By FY30, the solar energy segment is expected to account for the largest share (60.3%) of India’s renewable energy market, followed by wind (20.6%) and hydro (16.1%). Although wind energy held a smaller share than hydro in FY25, it is projected to surpass hydro by FY30, emerging as the second-largest contributor to the renewable energy mix. 1915.5.4 Policy support, cost competitiveness, technological progress, and sustainability goals are driving India’s renewable energy adoption, while energy security needs are accelerating the shift from fossil fuels India’s renewable energy growth is being propelled by a combination of strong policy backing, cost competitiveness of solar and wind, and rapid technological advancements across storage, smart grids, and generation. Investor confidence remains high, supported by stable regulations, ESG-driven mandates, and access to green finance. At the same time, rising energy security concerns, diversification needs, and corporate sustainability goals are accelerating the transition, making renewables a central pillar of India’s long-term energy strategy. India’s renewable energy market continues to witness strong growth, supported by national decarbonisation targets, the increasing share of renewable energy in the power mix, and the declining levelized cost of wind power. The sector is further supported by favourable regulatory and policy frameworks, including standards prescribed by the Bureau of Indian Standards and the Approved List of Models & Manufacturers (ALMM) framework of the Ministry of New and Renewable Energy. 5.6 Indian wind power market 5.6.1 India’s wind energy sector is rapidly expanding, supported by strong domestic capabilities and favourable policies As of FY25: • Installed capacity: ~52 GW (grid-connected) • Annual manufacturing capability: ~18 GW Leading original equipment manufacturers (OEMs) such as Suzlon, Vestas, GE Renewable Energy, and domestic turbine suppliers play a critical role in scaling India’s wind energy capacity, leveraging advanced technologies, higher turbine efficiency, and robust supply chain networks. This growth potential is further supported by structured government policies, including competitive bidding processes, fiscal incentives, and clear tariff frameworks that mitigate project risk and attract private investment. Technical support from dedicated government agencies in areas such as site selection, resource assessment, and grid integration accelerates project approvals and execution timelines. Complemented by domestic manufacturing hubs and strategic partnerships between OEMs and EPC players, India is well-positioned to achieve ambitious annual capacity additions of up to 18 GW, particularly in high-potential states like Gujarat, Tamil Nadu, and Maharashtra, thereby fostering sustainable growth, energy diversification, and strong investor confidence. India ranks fourth globally in wind installed capacity. Growth is underpinned by: • Fiscal incentives and competitive tariff guidelines • Technical support from dedicated government agencies 192• Transparent bidding processes, resource assessments, and structured planning With vast untapped potential in states like Gujarat, Tamil Nadu, and Maharashtra, the sector presents considerable opportunities for sustainable growth, energy diversification, and investor confidence. 5.6.2 India’s wind energy sector is led by Gujarat, Tamil Nadu, and Karnataka, which together contribute the largest share of the country’s installed capacity India’s wind energy generation is heavily concentrated in a few key states, with Gujarat and Tamil Nadu emerging as the top performers. Together, these two account for nearly half of the country’s total installed capacity. Karnataka, Rajasthan, and Maharashtra follow as significant contributors, while Andhra Pradesh and Madhya Pradesh continue to add steady volumes. Smaller states like Kerala and Telangana are still in the early stages, but they represent the sector’s wider geographic spread. This state-wise distribution underlines how India’s wind sector is both regionally diverse and nationally strategic Each leading state offers unique conditions that make wind energy viable on a large scale. Gujarat’s long coastline and open terrain create ideal sites for both onshore and offshore development, while Tamil Nadu benefits from strong wind corridors that support some of the world’s biggest onshore farms. Karnataka’s elevated plateaus provide steady wind flow, particularly during monsoons, and Rajasthan’s desert landscape offers vast stretches for new projects. Even smaller states like Andhra Pradesh, Kerala, and Telangana are carving out roles, showing how diverse geography across India is being tapped to expand the wind sector. 1935.6.3 India aims for 100GW of wind capacity by CY30, including 30GW from offshore projects, with an estimated 70GW offshore potential identified along the coasts of Gujarat and Tamil Nadu India aims to achieve 100GW of wind capacity by CY30, including 30GW from offshore projects, reflecting the strategic importance of offshore wind in the country’s renewable energy roadmap. Offshore wind advantages: • Turbines are installed at sea, harnessing consistent, unobstructed winds • Higher capacity utilisation factor (CUF) of 10-15% compared to onshore wind • Offers a reliable and clean renewable energy source with significant potential for large-scale deployment Current status and potential: • Globally, offshore wind capacity is ~75GW • India currently has no operational offshore wind capacity, but aims to leverage this untapped potential • Of the projected 500GW renewable target by CY30, 100GW will come from wind, with 30GW expected from offshore installations • Estimated offshore potential 70GW, primarily in: o Gujarat: 35GW o Tamil Nadu: 35GW This focus on offshore wind highlights India’s commitment to diversifying its renewable energy mix, enhancing energy security, and tapping into high-efficiency wind resources. 5.6.4 India’s wind energy policies streamline project development and approvals, focusing on onshore, offshore, hybrid, testing, and repowering to boost efficiency and capacity India’s wind energy policies provide a comprehensive and structured framework to accelerate project development, enhance efficiency, and expand capacity. Key focus areas include: • Onshore and offshore projects: Guidelines for site selection, permitting, and development of both land- based and offshore installations. 194• Competitive bidding mechanisms: Ensuring cost-effective project execution and transparent allocation of wind power capacities. • Hybrid systems: Integration of wind with solar or storage to optimise generation and grid stability. • Prototype testing and certification: Encouraging innovation and adoption of advanced turbine technologies. • Repowering: Upgrading older wind farms with modern turbines to improve performance and capacity utilisation. These measures collectively promote large-scale capacity addition, optimise resource utilisation, and ensure the long- term sustainability of India’s wind energy sector. The wind generator sector in India operates within a policy-driven and regulated framework shaped by central and state-level renewable energy initiatives aimed at increasing the share of non-fossil fuel sources in the country’s energy mix. The regulatory environment includes tariff mechanisms, grid connectivity norms, renewable purchase obligations, and other policy measures that support capacity addition. The sector also benefits from favourable policy support, established wind corridors across multiple states, improving grid infrastructure, and the increasing adoption of clean energy solutions by utilities as well as commercial and industrial consumers. 5.6.5 India’s wind sector is driven by regulatory incentives and financial support, with policies lowering project costs, boosting investor confidence, and ensuring grid efficiency India’s wind energy sector has been supported by a wide range of regulatory incentives introduced by the government to accelerate capacity addition and domestic manufacturing. Measures such as accelerated depreciation benefits, concessional customs duty exemptions, and waiver of inter-state transmission charges have reduced project costs and improved financial viability. Additional schemes, including generation-based incentives, renewable energy certificates, and wind-solar hybrid policies, have further enhanced investor confidence while ensuring grid integration and efficiency. These initiatives collectively strengthen the sector’s competitiveness, attract private participation, and align with national renewable energy targets. In addition to the regulatory initiatives highlighted, India’s wind energy sector benefits from several fiscal and market- based support mechanisms that enhance project viability and attract investment. Key measures include accelerated 195depreciation (AD) for early cash flow advantages, generation-based incentives (GBI) rewarding per-unit electricity generation, and the Renewable Energy Certificate (REC) mechanism providing additional revenue streams for projects without long-term power purchase agreements. The mandated Renewable Purchase Obligation (RPO) ensures steady demand for wind power, while sector-specific tax holidays and other fiscal incentives further reduce project costs. Together, these measures mitigate project risks, promote consistent performance, and strengthen the competitiveness of India’s wind energy sector in alignment with national renewable energy targets. 5.6.6 Key trends in India’s wind sector include the adoption of larger turbines for higher efficiency, growing offshore projects, expansion of wind-solar hybrids for grid stability, and rising private and foreign investments The wind power sector is witnessing rapid growth worldwide, with global installed capacity crossing 1TW in CY23. This expansion is driven by larger turbines, offshore wind developments, and integrated renewable solutions. In India, wind energy has been positioned as a central pillar of the renewable strategy, supporting the goal of achieving 50% non-fossil fuel capacity by CY30 and net-zero emissions by CY70. Recent policy initiatives such as 4GW offshore leasing and promotion of wind-solar hybrids are further shaping the sector, alongside rising private and foreign investment. 1965.6.7 India’s wind turbine market faces hurdles like land and clearance issues, grid bottlenecks, financing delays, resource intermittency, policy shifts, supply chain volatility, and workforce gaps Despite significant growth, the wind energy sector in India faces critical challenges such as policy uncertainties, grid integration issues, transmission bottlenecks, land acquisition hurdles, and tariff competitiveness with solar. These factors not only slow down capacity addition but also threaten investor confidence and the long-term sustainability of the sector. 1976. Wind turbine component ecosystem supporting energy generation 6.1 Key components of wind turbine driving performance and reliability The wind turbine is a complex system composed of several key components that work together to convert wind energy into usable electrical power. The image below illustrates the main parts of a typical wind turbine, including the blades, hub, gearbox, generator, etc. These components are housed within the nacelle, which sits atop the tower and supports the entire structure. 198Wind turbine generators (WTGs) integrate multiple high-precision components to ensure optimal energy production, reliability, and low maintenance. The table below shows the key components and their respective cost shares in India: 199Globally, wind turbine component cost shares vary slightly due to price volatility & regional supply chain dynamics. On average, tower accounts for 27.1% of the total cost, followed by blades at 24.8%, gearbox at 10.7%, & nacelle at 9.8%. Bearings & shaft contribute 6.6%, hub & pitch 6.0%, while structure, converter, & generator each make up 5.2%, 4.9% & 4.9% of the overall cost respectively. These components collectively optimise turbine performance, operational safety, & longevity. The Indian wind energy market, driven by increasing renewable energy targets & technological advancements, is projected to grow significantly, with wind turbines forming a critical segment in scaling capacity & ensuring project viability. 6.2 Global market overview of wind power and wind turbine components 6.2.1 The global wind power capacity continues to grow steadily from 1,271.8GW in CY25 to 2,189.0GW by CY30 with a CAGR of 11.5% Installed capacity for wind power expanded from 733.8GW in CY20 to 1,271.8GW in CY25, registering a CAGR of 11.6%. Capacity growth was driven by large-scale project commissioning, declining average cost of producing wind energy, and increased focus on sustainability. Looking ahead, installed capacity is projected to reach approximately 2,189.0GW by CY30, representing a CAGR of 11.5% over CY25-30. This growth is supported by capacity additions in APAC, Europe, and North America, as well as the growing adoption of high-capacity offshore wind farms. Although growth continues, it is slower than the rapid expansion observed in the past five years. Key factors behind the comparatively slower growth include permitting delays, supply chain constraints, and mature markets in established regions. Global wind power market -By installed capacity (GW, CY20-30P) CAGR 2,189.0 11.5% CAGR 11.6% 1,271.8 733.8 CY20 CY25 CY30P Source(s): 1Lattice analysis 6.2.2 APAC to remain the dominant region in global wind power capacity, followed by Europe and North America The global wind power market by installed capacity grew from 733.8GW in CY20 to 1,271.8GW in CY25 and is further projected to reach 2,189.0GW by CY30, expanding at a CAGR of 11.5% (CY25-30). • APAC to expand its share from 55.9% in CY25 to 64.8% in CY30, led by large-scale onshore and offshore installations. • Europe share to decline from 24.0% to 18.7%, despite steady project additions across major EU markets. • North America to see a drop from 15.0% to 10.8%, reflecting project delays and slower new installations. • South America to rise modestly from 4.1% to 4.6%, driven by capacity growth in Brazil and Chile. • MEA to maintain around 1.0% share, supported by early-stage renewable diversification programs. 200Segmentation of global wind power installed capacity -By region CAGR CAGR (GW, CY20-30P) CY20-25 CY25-30 2,189.0 11.6% 11.5% 4.6% 1.0% 11.0% 11.4% 16.6% 14.3% 10.8% 6.3 4.4 18.7% 7.0 6.0 1,271.8 4.1% 1.0% 15.0% 733.8 24.0% 3.3% 1.0% 64.8% 15.7% 14.8% 19.2% 29.7% 55.9% 46.7% CY20 CY25 CY30P APAC Europe North America South America MEA Source(s): 1Lattice analysis 6.2.3 The global wind turbine components (includes gearbox, converter and generator) market grew from US$ 14.6B in CY20 to US$ 32.3B in CY25 and is projected to rise to US$ 68.9B by CY30 The global wind turbine components market grew from US$ 14.6B in CY20 to US$ 32.3B in CY25, reflecting a CAGR of 17.1%. This growth was supported by increasing investments in renewable energy, favourable government policies, and the rapid adoption of both onshore and offshore wind projects. Looking ahead, the market is projected to reach US$ 68.9B by CY30, expanding at a CAGR of 16.4% during CY25- 30, driven by large-scale offshore wind rollouts, technological advancements, and rising renewable energy targets in emerging markets. By component, the gearbox segment led the market at US$ 15.8B in CY25, followed by converter (US$ 10.0B) and generator (US$ 6.5B). Similar trend is expected by CY30, with gearbox projected at US$ 32.5B, converter at US$ 21.8.5B, and generator at US$ 14.6B. 6.2.4 APAC is projected to continue leading the global wind turbine components market by value and installed capacity, driven by major offshore and onshore projects in China, India, and Southeast Asia The global wind turbine components market by value grew from US$ 14.6B in CY20 to US$ 32.3B by CY25 and is further projected to reach US$ 68.9B by CY30. • By CY30, APAC is expected to remain the largest contributor, accounting for 63.5% of the market, driven by large-scale offshore and onshore projects in China, India, and Southeast Asia. 201 S o G lo b a l w i n d t u r b i(U S $ B , C Y 2 0 -3 0 P ) 1 4 .6 2 .74 .3 7 .7 C Y 2 0 urce(s): 1 L attice an alysis n e c o m p o G n e e a n rb t s m o x a r C k e t 3 2 .3 6 .51 0 .0 1 5 .8 C Y 2 5 o n v e rte r G e n e ra to r C 6 1 2 3 Y 8 .9 4 .6 1 .8 2 .5 3 0 P C A G RC Y 2 0 -2 1 7 .1 % 1 9 .3 1 8 .5 1 5 .5 % 5 C A G RC Y 2 5 -3 1 6 .4 % 1 7 .8 1 6 .7 1 5 .6 % 0• Europe and North America are projected to hold shares of 21.0% and 10.4%, respectively, but both are declining compared to CY25. This is due to the rapid emergence of the Asia Pacific market, which is witnessing a higher number of new installations and projects, along with greater cost advantages. • South America and MEA are projected to account for 4.2% and 0.9% of the market, respectively, supported by favourable policy frameworks, sustainability initiatives, and emerging renewable energy strategies. 202 S e g m e n t a t i o n o f gr e g io n(U S $ B , C Y 2 0 -3 0 P ) 1 4 .6 0 .9 %3 .1 % 1 6 .5 %2 7 .8 %5 1 .8 % C Y 2 0 A P A C S o urce(s): 1 L attice an alysis l o b a E u ro l w p e in d 3 N c .8 o o m p o n e 3 2 .3% 1 3 .5 %2 5 .6 % 5 6 .2 % C Y 2 5 rth A m e ric n 0 a t s m .9 % S a o r u k e t th A m B y 4 .2 e ric a % 6 8 .9 0 1 0 .4 % 2 1 .0 % 6 3 .5 % C Y 3 0 P M E A .9 % C A G RC Y 2 0 -2 1 7 .1 %1 5 .6 %2 1 .1 % 1 1 .7 1 4 .4 1 8 .2 % 5 C A G RC Y 2 5 -3 1 6 .4 %1 4 .7 %1 7 .1 % 8 .9 1 0 .3 1 7 .6 % 06.2.5 Rising electricity demand, cost declines, supportive policies, and smart grid adoption are driving strong global growth in wind turbine components 6.3 Indian market overview of wind power and wind turbine components 6.3.1 India’s wind power capacity continues to grow steadily from 50.0GW in FY25 to 94.7GW by FY30 with a CAGR of 13.6% Installed wind power capacity in India expanded from 37.8GW in FY20 to 50.0GW in FY25, registering a CAGR of 5.8%. Capacity growth was supported by large-scale project commissioning, competitive tariff trends, and an accelerated policy push towards renewable energy adoption. Looking ahead, the momentum is expected to continue, with installed capacity projected to reach 94.7GW by FY30, at a CAGR of 13.6% over FY25-30. Growth will be driven by India’s renewable energy targets, rising investments in wind-solar hybrid projects, and the gradual scale-up of offshore wind developments along the country’s coastline. 2036.3.2 Indian wind turbine components (includes gearbox, converter and generator) market grew from INR 42.1B (US$ 597.2M) in FY20 to INR 87.6B (US$ 1,035.9M) in FY25 and is expected to rise to INR 198.6B (US$ 2,348.6M) by FY30 The Indian wind turbine components market expanded from INR 42.1B (US$ 597.2M) in FY20 to INR 87.6B (US$ 1,035.9M), registering a CAGR of 15.8%. Growth was supported by rising renewable energy investments, favourable policies such as the National Wind-Solar Hybrid Policy, and steady project execution in both onshore and emerging offshore wind segments. Between FY25 and FY30, the market is projected to reach INR 198.6B (US$ 2,348.6M), growing at a CAGR of 17.8%. This growth will be driven by new offshore installations, technological advancements in turbine design, and strong policy support for decarbonisation and energy security. By component, gearbox dominated the market at INR 43.2B (US$ 510.9M) in FY25, followed by converter (INR 27.1B (US$ 320.5M)) and generator (INR 17.3B (US$ 204.6M)). This trend is expected to continue through FY30, with gearbox valued at INR 93.7B (US$ 1,108.1M), converter at INR 62.8B (US$ 742.7M), and generator at INR 42.2B (US$ 499.1M). India wind turbine components market (INR B, FY20-30P) CAGR CAGR FY20-25 FY25-30 198.6 15.8% 17.8% 42.2 18.1 19.5 62.8 17.4 18.3 87.6 17.3 42.1 27.1 7.5 93.7 14.1% 16.8% 12.2 43.2 22.3 FY20 FY25 FY30P Gearbox Converter Generator Source(s): 1Lattice analysis 2046.3.3 Rising power demand, hybrid projects, local manufacturing, and supportive policies are propelling India’s wind turbine components market growth 6.3.4 The Indian wind turbine components market is supported by established domestic and global manufacturers The Indian wind turbine components market comprises a mix of vertically integrated wind turbine OEMs and specialised component manufacturers engaged in the production of generators, gearboxes, converters, blades, towers, and associated electrical systems. Market participation is driven by India’s expanding wind power capacity, localisation initiatives, increasing turbine ratings, and growing export competitiveness in renewable energy equipment manufacturing. Key competitors in the Indian wind turbine components segment include: • Suzlon Energy Limited: One of India’s major wind energy companies with vertically integrated capabilities across the design, manufacturing, installation, and maintenance of wind turbine generators and associated components. The company operates multiple manufacturing facilities in India and has an established presence in both domestic and international wind power markets, supporting utility-scale renewable energy projects. • Inox Wind Limited: An Indian wind turbine generator manufacturer engaged in the production and supply of wind turbine generators and key components including blades, nacelles, and towers. The company operates integrated manufacturing facilities for various turbine components and supports utility-scale wind power installations across multiple wind corridors in India. • Siemens Gamesa Renewable Energy (India operations): The Indian operations of Siemens Gamesa, a global renewable energy equipment manufacturer engaged in the manufacturing and supply of wind turbine components including blades, nacelle assemblies, and drivetrain systems. The company supports wind power installations in India while also serving global markets through its manufacturing and engineering capabilities. • Vestas Wind Technology India: A subsidiary of Denmark-based Vestas Wind Systems, one of the world’s largest wind turbine manufacturers. The company operates manufacturing and engineering facilities in India 205engaged in the production of wind turbine components including blades and associated equipment, supporting both domestic wind power projects and global supply chains. • ZF Wind Power (India operations): Part of the F Group, a global engineering and technology company engaged in the manufacturing of wind turbine gearboxes and drivetrain components used in utility-scale wind turbines. The company supplies drivetrain systems to wind turbine manufacturers serving both domestic installations and export markets. • Bharat Heavy Electricals Limited (BHEL): A Government of India enterprise and one of the country’s major engineering and manufacturing companies engaged in the production of generators, electrical equipment, and related systems supporting power generation applications, including renewable energy projects such as wind power. • Pioneer Fil-med: An Indian manufacturer engaged in the production of wind generators and related components as part of its broader engineering capabilities in rail and renewable energy equipment. The company has established in-house production capabilities for wind generators, positioning it among a limited number of players in India with integrated manufacturing capabilities in this segment. It has also executed orders from leading wind turbine manufacturers for the supply of wind generators, indicating initial market acceptance of its offerings in the renewable energy domain. These capabilities are supported by certifications including standards prescribed by the Bureau of Indian Standards and the Approved List of Models & Manufacturers framework of the Ministry of New and Renewable Energy, while the company aims to build a scalable and sustainable manufacturing platform in the wind energy sector by leveraging the structural growth in renewable energy demand. The presence of integrated OEMs alongside specialised component manufacturers strengthens India’s position as a competitive hub for wind turbine component manufacturing, supporting both domestic renewable capacity expansion and export-led growth. 7. Competitive overview, financial & operational benchmarking 7.1 Company overview Pioneer Fil-med Limited is an Indian engineering and manufacturing company specialising in propulsion systems, railway and metro equipment, traction components, filtration products and associated systems for transportation and industrial applications. The company was incorporated in December 1997 and commenced operations with the manufacture and supply of filters for railway and automotive applications. Since then, it has diversified into the manufacture and supply of traction motors, alternators, brake discs, gangways, stators and rotors for locomotives, as well as platform screen doors for metros, wind generators and allied services. Since the commencement of its operations, the company has cultivated long-standing relationships with customers across the railways, metro and industrial sectors, with its engagement with Indian Railways spanning more than two decades. Pioneer Fil-med’s manufacturing and supply offerings span a range of critical components for locomotives, metros and allied segments, including traction motors, alternators, brake discs, filters, platform screen doors, converters, suspension tubes and related propulsion system elements. The company is also an approved supplier of advanced traction products to Indian Railways and is among the Category-I approved suppliers for traction alternators, traction motors, brake discs and filters, reflecting compliance with stringent qualification and testing standards prescribed by Indian Railways. Such approvals highlight the company’s participation in a specialised supplier ecosystem characterised by rigorous technical validation and high entry barriers. The company utilises advanced manufacturing techniques and assembly capabilities to ensure precision, reliability and operational performance of its products. Pioneer Fil-med has established quality and testing practices to meet the rigorous technical standards mandated by original equipment manufacturers (OEMs) and rail operators. Its operations include design, production, integration, testing and commissioning of complex electromechanical systems tailored to customer specifications. Over the years, Pioneer Fil-med has executed significant infrastructure and system projects, including the design, manufacture, supply, installation, integration, testing and commissioning of platform screen door systems on multiple metro corridors in India in partnership with international technology collaborators. The management team comprises experienced professionals with technical, financial and operational expertise, driving business development and customer engagement across the rail, metro and industrial sectors. Pioneer Fil-med continues to expand its technology base and product suite to serve the evolving needs of its customers across transportation and energy markets. 2067.2 Financial benchmarking Financial performance of the relevant companies is presented below, highlighting a comparison of revenue, EBITDA, and PAT. It is typical for companies to view their costs and profitability measures in relation to their revenues, which represent the total value of sales, to measure the profitability progress of the business. In view of this, the comparison also includes Revenue from operations, Revenue growth (%), EBITDA, EBITDA margin (%), Other income, PAT, PAT margin (%), RoE (%), RoCE (%), Fixed asset turnover, Net debt, Equity, Net debt to equity ratio, Net working capital. The ‘Indian peers’ considered for Pioneer Fil-med Limited in industrial and engineering equipment market are Titagarh Rail Systems Ltd., Bharat Forge, ABB India Ltd., BEML Ltd., Siemens Ltd., CG Power and Industrial Solutions Ltd., and Hind Rectifiers Ltd. Parameters Company 6M FY26 FY25 FY24 FY23 Revenue from Pioneer Fil-med Limited 1,560.63 3,264.18 2,329.80 860.67 operations (INR Titagarh Rail Systems Ltd. 14,783.30 38,677.50 38,533.00 27,795.90 M) Bharat Forge 79,406.70 1,51,228.03 1,56,820.71 1,29,102.59 ABB India Ltd. 63,350.00 1,21,883.10 1,04,465.20 85,675.30 BEML Ltd. 14,730.80 40,222.23 40,543.25 38,989.47 Siemens Ltd. - 1,73,642.00 1,60,817.00 1,95,538.00 CG Power and Industrial Solutions Ltd. 58,008.40 99,086.60 80,459.80 69,725.40 Hind Rectifiers Ltd. 4,419.20 6,553.67 5,175.53 3,590.99 Parameters Company 6M FY26 FY25 FY24 FY23 Revenue growth Pioneer Fil-med Limited * 40.11% 170.70% ** (%) Titagarh Rail Systems Ltd. -24.58% 0.38% 38.63% 89.41% Bharat Forge 1.87% -3.57% 21.47% 23.41% ABB India Ltd. 7.17% 16.67% 21.93% 23.56% BEML Ltd. -1.39% -0.79% 3.99% -10.11% Siemens Ltd. - 7.97% NR 21.17% CG Power and Industrial Solutions Ltd. 25.01% 23.15% 15.40% 27.15% Hind Rectifiers Ltd. 46.67% 26.63% 44.13% -3.49% Parameters Company 6M FY26 FY25 FY24 FY23 EBITDA (INR Pioneer Fil-med Limited 336.05 575.12 395.46 67.82 M) Titagarh Rail Systems Ltd. 1,587.30 4,330.40 4,519.30 2,634.84 Bharat Forge 13,985.50 25,368.86 25,456.18 17,217.36 ABB India Ltd. 9,963.60 23,052.30 14,897.80 13,011.30 BEML Ltd. 238.90 5,056.80 4,422.40 3,644.30 Siemens Ltd. - 20,070.00 21,202.00 24,872.00 CG Power and Industrial Solutions Ltd. 7,606.90 13,047.30 11,495.50 10,450.80 Hind Rectifiers Ltd. 501.15 703.10 372.51 43.25 Parameters Company 6M FY26 FY25 FY24 FY23 EBITDA margin Pioneer Fil-med Limited 21.53% 17.62% 16.97% 7.88% (%) Titagarh Rail Systems Ltd. 10.74% 11.20% 11.73% 9.48% Bharat Forge 17.61% 16.78% 16.23% 13.34% ABB India Ltd. 15.73% 18.91% 14.26% 15.19% BEML Ltd. 1.62% 12.57% 10.91% 9.35% Siemens Ltd. - 11.56% 13.18% 12.72% CG Power and Industrial Solutions Ltd. 13.11% 13.17% 14.29% 14.99% Hind Rectifiers Ltd. 11.34% 10.73% 7.20% 1.20% Average of peers 11.69% 13.56% 12.54% 10.89% Parameters Company 6M FY26 FY25 FY24 FY23 PAT (INR M) Pioneer Fil-med Limited 254.06 404.38 263.91 111.72 Titagarh Rail Systems Ltd. 685.20 2,750.60 2,884.30 1,346.30 Bharat Forge 5,831.48 9,132.75 9,101.59 5,083.87 ABB India Ltd. 8,262.00 18,746.10 12,481.80 10,256.10 BEML Ltd. -160.80 2,925.20 2,817.70 1,578.90 Siemens Ltd. - 16,888.00 20,204.00 19,619.00 CG Power and Industrial Solutions Ltd. 5,513.10 9,729.80 8,711.20 7,963.30 Hind Rectifiers Ltd. 274.89 371.13 125.10 -63.63 207Parameters Company 6M FY26 FY25 FY24 FY23 PAT margin (%) Pioneer Fil-med Limited 16.28% 12.39% 11.33% 12.98% Titagarh Rail Systems Ltd. 4.63% 7.11% 7.49% 4.84% Bharat Forge 7.34% 6.04% 5.80% 3.94% ABB India Ltd. 13.04% 15.38% 11.95% 11.97% BEML Ltd. -1.09% 7.27% 6.95% 4.05% Siemens Ltd. - 9.73% 12.56% 10.03% CG Power and Industrial Solutions Ltd. 9.50% 9.82% 10.83% 11.42% Hind Rectifiers Ltd. 6.22% 5.66% 2.42% -1.77% Average of peers 6.61% 8.72% 8.28% 6.35% Parameters Company 6M FY26 FY25 FY24 FY23 RoE (%) Pioneer Fil-med Limited 13.34% 24.51% 21.10% 11.32% Titagarh Rail Systems Ltd. 2.70% 11.07% 13.00% 13.97% Bharat Forge 6.25% 9.90% 12.70% 7.54% ABB India Ltd. 11.48% 26.49% 21.00% 20.76% BEML Ltd. -0.57% 10.13% 10.56% 6.52% Siemens Ltd. - 12.76% 13.15% 14.98% CG Power and Industrial Solutions Ltd. 7.17% 24.10% 28.86% 44.45% Hind Rectifiers Ltd. 14.45% 23.21% 10.05% -5.70% Average of peers 6.91% 16.81% 15.62% 14.65% Parameters Company 6M FY26 FY25 FY24 FY23 RoCE (%) Pioneer Fil-med Limited 13.59% 28.79% 25.74% 3.79% Titagarh Rail Systems Ltd. 4.20% 12.90% 17.74% 18.12% Bharat Forge 5.72% 10.44% 11.23% 7.01% ABB India Ltd. 12.89% 30.96% 23.25% 24.50% BEML Ltd. -0.47% 14.41% 14.42% 11.15% Siemens Ltd. - 13.05% 12.13% 16.53% CG Power and Industrial Solutions Ltd. 8.44% 28.66% 36.61% 69.17% Hind Rectifiers Ltd. 11.15% 18.98% 11.57% -0.38% Average of peers 6.99% 18.49% 18.14% 20.87% Parameters Company 6M FY26 FY25 FY24 FY23 Net fixed asset Pioneer Fil-med Limited 1.56 5.05 3.73 1.33 turnover (Ratio) Titagarh Rail Systems Ltd. 1.27 4.06 4.55 3.79 Bharat Forge 0.92 1.89 2.27 1.99 ABB India Ltd. 5.29 10.70 10.09 9.01 BEML Ltd. 2.01 6.19 7.65 7.98 Siemens Ltd. - 15.28 11.15 15.65 CG Power and Industrial Solutions Ltd. 3.53 5.30 7.00 6.90 Hind Rectifiers Ltd. 3.04 6.67 5.70 4.50 Average of peers 2.68 7.15 6.91 7.12 Parameters Company 6M FY26 FY25 FY24 FY23 Net debt (INR M) Pioneer Fil-med Limited 375.72 157.49 49.27 206.38 Titagarh Rail Systems Ltd. 5,964.00 5,040.70 -2,627.20 1,939.19 Bharat Forge 58,805.39 60,772.24 45,034.40 38,506.80 ABB India Ltd. -10,237.20 -8,837.50 26,917.30 30.60 BEML Ltd. NA NA 628.6 3,723.6 Siemens Ltd. - -20,051.00 -15,565.00 -10,165.00 CG Power and Industrial Solutions Ltd. -734.30 4.60 1.20 1.20 Hind Rectifiers Ltd. 1,828.00 1,639.73 1,347.59 1,046.24 Parameters Company 6M FY26 FY25 FY24 FY23 Equity (INR M) Pioneer Fil-med Limited 1,903.84 1,649.65 1,250.83 986.89 Titagarh Rail Systems Ltd. 25,396.90 24,841.60 22,183.30 9,635.52 Bharat Forge 93,277.98 92,205.81 71,653.09 67,415.98 ABB India Ltd. 71,943.30 70,754.00 59,446.00 49,394.10 BEML Ltd. 27,997.70 28,868.89 26,675.35 24,210.82 Siemens Ltd. - 1,32,381.00 1,53,661.00 1,30,957.00 CG Power and Industrial Solutions Ltd. 76,886.90 40,376.30 30,187.70 17,914.40 Hind Rectifiers Ltd. 1,902.03 1,598.70 1,245.30 1,117.14 Parameters Company 6M FY26 FY25 FY24 FY23 Pioneer Fil-med Limited 0.20 0.10 0.04 0.21 208Parameters Company 6M FY26 FY25 FY24 FY23 Net debt to Titagarh Rail Systems Ltd. 0.23 0.20 -0.12 0.20 equity ratio Bharat Forge 0.63 0.66 0.63 0.57 (Ratio) ABB India Ltd. -0.14 -0.12 0.45 0.00 BEML Ltd. NA NA 0.02 0.15 Siemens Ltd. - -0.15 -0.10 -0.08 CG Power and Industrial Solutions Ltd. -0.01 0.00 0.00 0.00 Hind Rectifiers Ltd. 0.96 1.03 1.08 0.94 Average of peers 0.33 0.27 0.28 0.26 Parameters Company 6M FY26 FY25 FY24 FY23 Net working Pioneer Fil-med Limited 312.98 396.24 529.09 429.14 capital (INR M) Titagarh Rail Systems Ltd. 12,037.60 11,267.90 6,823.20 3,561.67 Bharat Forge 50,822.62 52,544.54 47,547.75 48,314.30 ABB India Ltd. 3,681.60 45.10 -2,627.90 4,112.40 BEML Ltd. 35,695.40 32,939.06 28,124.84 28,002.14 Siemens Ltd. - 26,855.00 17,999.00 15,336.00 CG Power and Industrial Solutions Ltd. 20,141.20 8,802.50 7,780.60 736.20 Hind Rectifiers Ltd. 1,992.20 1,763.17 1,412.68 1,131.80 Parameters Company 6M FY26 FY25 FY24 FY23 Net working Pioneer Fil-med Limited 37 44 83 182 capital (Days) Titagarh Rail Systems Ltd. 149 106 65 47 Bharat Forge 117 127 111 137 ABB India Ltd. 11 0 -9 18 BEML Ltd. 443 299 253 262 Siemens Ltd. - 56 41 29 CG Power and Industrial Solutions Ltd. 64 32 35 4 Hind Rectifiers Ltd. 82 98 100 115 Average of peers 144 103 85 87 Notes to Peers 1) All financials for the Indian peers mentioned above are on a consolidated basis (unless specified otherwise) and have been sourced from the respective companies’ annual reports, audited financial statements, investor presentations and analyst updates submitted to the Stock Exchanges for the relevant years. 2) NA refers to Not Available, where the financial information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results and investor presentations as submitted to the Stock Exchanges. - Additionally, in certain instances where financial metrics have been computed using formulas, if one or more required input parameters were not disclosed in the respective annual reports, audited financial statements, or investor disclosures, the metric has not been calculated. In such cases, the value has been indicated as NA. 3) The financial year of ABB India Ltd. follows a calendar year period (January to December). For comparability purposes, the financial data has been aligned as follows: - Jan 25 – Jun 25 considered as 6M FY26 - Jan 24 – Dec 24 considered as FY25 - Jan 23 – Dec 23 considered as FY24 - Jan 22 – Dec 22 considered as FY23 4) The financial year of Siemens Ltd. follows an October to September reporting cycle. For comparability purposes, the financial data has been aligned as follows: - Oct 24 – Sept 25 considered as FY25 - Oct 23 – Sept 24 considered as FY24 - Oct 22 – Sept 23 considered as FY23 - 6M FY26 has not been considered for Siemens Ltd. due to non-availability of financial disclosures for the corresponding period and has therefore been indicated as “–”. 5) For Siemens Ltd., financial data for FY25 and FY24 has been considered post the demerger of the Energy business, while FY23 financials available in public disclosures are pre demerger. Accordingly, FY24 revenue growth has been marked as NR “Not Relevant”, as the FY24 revenue figure is post demerger whereas the FY23 revenue base is pre demerger, making the growth not directly comparable. 6) Financial values have been directly considered from the respective disclosures wherever explicitly reported in the companies’ annual reports, audited financial statements, investor presentations and other investor materials. In cases where specific financial metrics or parameters were not explicitly disclosed, the values have been computed using the formulas outlined below: - EBITDA = Profit before tax + finance costs + depreciation & amortisation – other income – share in profit of joint venture / associate - EBITDA Margin (%) = EBITDA / revenue from operations - PAT = Profit after tax from continuing operations (as reported in financial statements) - PAT Margin (%) = PAT / revenue from operations - Equity / Total Equity / Closing shareholder Equity = Equity share capital + other equity + non-controlling interest - ROE (%) = PAT / closing shareholders’ equity - EBIT = Profit before tax (from continuing operations) + finance cost – other income – share in profit of joint venture / associate - Short Term Lease Liabilities = Current lease liabilities - Short Term Borrowings = Current borrowings - Total Borrowings = Current borrowings + non-current borrowings - Total Lease Liabilities = Current lease liabilities + non-current lease liabilities - Closing Capital Employed = Total equity + total borrowings + total lease liabilities + deferred tax liabilities – deferred tax assets - ROCE (%) = EBIT / closing capital employed - Net fixed Asset Turnover (x) = Revenue from operations / (Property plant and equipment + right of use of assets + work in progress) - Net Debt = Total borrowings + total lease liabilities – cash and cash equivalent 209- Net Debt to Equity Ratio (x) = Net debt / total equity - Net Working Capital = (Current assets – cash and cash equivalent – other bank balances) – (Current liabilities – short term borrowings – short term lease liabilities) - Net Working Capital (Days) = (Net working capital / revenue from operations) x number of days in the period 7) For the purpose of calculating Net Working Capital (Days), the number of days considered is based on the reporting period. A full financial year has been assumed to comprise 365 days, while a half-year period (e.g., 6M FY26) has been assumed to comprise 183 days, to ensure consistency and comparability across different reporting periods. 8) For Indian peers, 6M FY26 revenue growth (%) has been computed on a year-on-year basis by comparing revenue reported for 6M FY26 with the corresponding period of 6M FY25, based on financial disclosures in quarterly results, investor presentations, and stock exchange filings. 9) For EBITDA Margin (%), PAT Margin (%), ROE (%), ROCE (%), Fixed Asset Turnover Ratio (x), Net Debt to Equity Ratio (x) and Net Working Capital (Days), an “Average of peers” has been calculated for each respective year. The average represents the mean of the values reported by all peer companies excluding Pioneer Fil-med for the corresponding financial year. * Not been included as the comparative period figures for revenue growth under respective disclosures for 6M FY25 are not available. ** Not been included as the comparative period figures for revenue growth under respective disclosures for FY22 are not available. The ‘Global peers’ considered for Pioneer Fil-med Limited in industrial and engineering equipment market are Wabtec Corporation and Knorr-Bremse. Parameters Company 6M FY26 FY25 FY24 FY23 Revenue from operations Pioneer Fil-med Limited 1,560.63 3,264.18 2,329.80 860.67 (INR M) Wabtec Corporation 4,60,365.60 8,78,324.72 8,01,062.06 6,71,635.84 Knorr-Bremse 3,60,720.12 7,16,722.36 7,05,493.26 5,98,218.75 Parameters Company 6M FY26 FY25 FY24 FY23 Revenue growth (%) Pioneer Fil-med Limited * 40.11% 170.70% ** Wabtec Corporation 3.40% 7.34% 15.73% 6.90% Knorr-Bremse -0.80% -0.54% 10.86% 6.60% Parameters Company 6M FY26 FY25 FY24 FY23 EBITDA (INR M) Pioneer Fil-med Limited 336.05 575.12 395.46 67.82 Wabtec Corporation 1,03,400.40 1,81,465.76 1,48,838.44 1,23,130.56 Knorr-Bremse 52,417.00 1,07,740.20 99,335.16 76,713.43 Parameters Company 6M FY26 FY25 FY24 FY23 EBITDA margin (%) Pioneer Fil-med Limited 21.53% 17.62% 16.97% 7.88% Wabtec Corporation 22.46% 20.66% 18.58% 18.33% Knorr-Bremse 14.53% 15.03% 14.08% 12.82% Average of Peers 18.50% 17.85% 16.33% 15.58% Parameters Company 6M FY26 FY25 FY24 FY23 PAT (INR M) Pioneer Fil-med Limited 254.06 404.38 263.91 111.72 Wabtec Corporation 57,675.60 90,225.52 68,293.50 51,485.12 Knorr-Bremse 26,801.04 43,368.84 51,287.56 42,358.36 Parameters Company 6M FY26 FY25 FY24 FY23 PAT margin (%) Pioneer Fil-med Limited 16.28% 12.39% 11.33% 12.98% Wabtec Corporation 12.53% 10.27% 8.53% 7.67% Knorr-Bremse 7.43% 6.05% 7.27% 7.08% Average of Peers 9.98% 8.16% 7.90% 7.37% Parameters Company 6M FY26 FY25 FY24 FY23 RoE (%) Pioneer Fil-med Limited 13.34% 24.51% 21.10% 11.32% Wabtec Corporation 6.14% 10.53% 7.84% 6.32% Knorr-Bremse 9.91% 15.25% 19.84% 18.81% Average of Peers 8.02% 12.89% 13.84% 12.56% Parameters Company 6M FY26 FY25 FY24 FY23 RoCE (%) Pioneer Fil-med Limited 13.59% 28.79% 25.74% 3.79% Wabtec Corporation NA NA NA NA Knorr-Bremse 7.23% 12.89% 15.23% 12.07% Average of Peers 7.23% 12.89% 15.23% 12.07% Parameters Company 6M FY26 FY25 FY24 FY23 Net fixed asset turnover Pioneer Fil-med Limited 1.56 5.05 3.73 1.33 (Ratio) Wabtec Corporation NA NA NA NA Knorr-Bremse 2.25 3.26 3.36 2.83 Average of Peers 2.25 3.26 3.36 2.83 210Parameters Company 6M FY26 FY25 FY24 FY23 Net debt (INR M) Pioneer Fil-med Limited 375.72 157.49 49.27 206.38 Wabtec Corporation NA NA NA NA Knorr-Bremse 1,01,096.44 82,919.04 55,827.07 60,802.99 Parameters Company 6M FY26 FY25 FY24 FY23 Equity (INR M) Pioneer Fil-med Limited 1,903.84 1,649.65 1,250.83 986.89 Wabtec Corporation 9,39,177.00 8,56,846.48 8,71,176.72 8,15,007.04 Knorr-Bremse 2,70,562.88 2,84,306.84 2,58,485.04 2,25,181.07 Parameters Company 6M FY26 FY25 FY24 FY23 Net debt to equity ratio Pioneer Fil-med Limited 0.20 0.10 0.04 0.21 (Ratio) Wabtec Corporation NA NA NA NA Knorr-Bremse 0.37 0.29 0.22 0.30 Average of Peers 0.37 0.29 0.22 0.30 Parameters Company 6M FY26 FY25 FY24 FY23 Net working capital (INR Pioneer Fil-med Limited 312.98 396.24 529.09 429.14 M) Wabtec Corporation NA NA NA NA Knorr-Bremse 1,35,372.60 1,17,832.32 1,00,670.31 94,254.26 Parameters Company 6M FY26 FY25 FY24 FY23 Net working capital (Days) Pioneer Fil-med Limited 37 44 83 182 Wabtec Corporation NA NA NA NA Knorr-Bremse 69 60 52 58 Average of Peers 69 60 52 58 Notes to Peers 1) All financials for the global peers have been considered on a consolidated basis (unless specified otherwise) and have been sourced from the respective companies’ annual reports, audited financial results, and investor disclosures for the relevant financial years. 2) NA refers to Not Available, where the financial information is unavailable, i.e. not reported by the industry peers in either their annual reports, audited financial results and investor presentations as submitted to the Stock Exchanges. - Additionally, in certain instances where financial metrics have been computed using formulas, if one or more required input parameters were not disclosed in the respective annual reports, audited financial statements, or investor disclosures, the metric has not been calculated. In such cases, the value has been indicated as NA. 3) For better comparability with the Company, the financials of global peers have been aligned such that: - Jan’25 – Jun’25 has been considered as 6M FY26 - Jan’24 – Dec’24 (CY24) has been considered as FY25 - Jan’23 – Dec’23 (CY23) has been considered as FY24 - Jan’22 – Dec’22 (CY22) has been considered as FY23 4) To enable cross-company financial comparison, reported financials of global peers have been converted into Indian Rupees (INR) using the following exchange rate assumptions: - Financials of Wabtec Corporation converted at 1 US$ = INR 86.60 for FY26, 1 US$ = INR 84.56 for FY25, 1 US$ = INR 82.78 for FY24, and 1 US$ = INR 80.32 for FY23. - Financials of Knorr-Bremse converted at 1 Euro = INR 91.16 for FY26, 1 Euro = INR 90.92 for FY25, 1 Euro = INR 89.01 for FY24, and 1 Euro = INR 83.67 for FY23. 5) Financial values have been directly considered from the respective disclosures wherever explicitly reported in the companies’ annual reports, audited financial statements, investor presentations and other investor materials. In cases where specific financial metrics or parameters were not explicitly disclosed, the values have been computed using the formulas outlined below: - EBITDA = Profit before tax + finance costs + depreciation & amortisation – other income – share in profit of joint venture / associate - EBITDA Margin (%) = EBITDA / revenue from operations - PAT = Profit after tax from continuing operations (as reported in financial statements) - PAT Margin (%) = PAT / revenue from operations - Equity / Total Equity / Closing shareholder Equity = Equity share capital + other equity + non-controlling interest - ROE (%) = PAT / closing shareholders’ equity - EBIT = Profit before tax (from continuing operations) + finance cost – other income – share in profit of joint venture / associate - Short Term Lease Liabilities = Current lease liabilities - Short Term Borrowings = Current borrowings - Total Borrowings = Current borrowings + non-current borrowings - Total Lease Liabilities = Current lease liabilities + non-current lease liabilities - Closing Capital Employed = Total equity + total borrowings + total lease liabilities + deferred tax liabilities – deferred tax assets - ROCE (%) = EBIT / closing capital employed - Net fixed Asset Turnover (x) = Revenue from operations / (Property plant and equipment + right of use of assets + work in progress) - Net Debt = Total borrowings + total lease liabilities – cash and cash equivalent - Net Debt to Equity Ratio (x) = Net debt / total equity - Net Working Capital = (Current assets – cash and cash equivalent – other bank balances) – (Current liabilities – short term borrowings – short term lease liabilities) - Net Working Capital (Days) = (Net working capital / revenue from operations) x number of days in the period 6) For the purpose of calculating Net Working Capital (Days), the number of days considered is based on the reporting period. A full financial year has been assumed to comprise 365 days, while a half-year period (e.g., 6M FY26) has been assumed to comprise 183 days, to ensure consistency and comparability across different reporting periods. 2117) For global peers, 6M FY26 revenue growth (%) has been computed on a year-on-year basis by comparing revenue reported for 6M FY26 with the corresponding period of 6M FY25, based on financial disclosures in quarterly results, investor presentations, and stock exchange filings. 8) For EBITDA Margin (%), PAT Margin (%), ROE (%), ROCE (%), Fixed Asset Turnover Ratio (x), Net Debt to Equity Ratio (x) and Net Working Capital (Days), an “Average of peers” has been calculated for each respective year. The average represents the mean of the values reported by all peer companies excluding Pioneer Fil-med for the corresponding financial year. * Not been included as the comparative period figures for revenue growth under respective disclosures for 6M FY25 are not available ** Not been included as the comparative period figures for revenue growth under respective disclosures for FY22 are not available. 7.3 Operational benchmarking The ‘Indian peers’ considered for Pioneer Fil-med Limited in industrial and engineering equipment market are Titagarh Rail Systems Ltd., Bharat Forge, ABB India Ltd., BEML Ltd., Siemens Ltd., CG Power and Industrial Solutions Ltd., and Hind Rectifiers Ltd. Parameters Company 6M FY26 FY25 FY24 FY23 Closing order Pioneer Fil-med Limited 4,417.62 3,505.25 2,742.78 1,125.04 book (INR M) Titagarh Rail Systems Ltd. 2,84,030.00 2,45,260.00 2,78,560.00 2,75,460.00 Bharat Forge NA NA NA NA ABB India Ltd. NA 93,800.00 84,040.00 64,680.00 BEML Ltd. NA 1,46,100.00 1,18,720.00 85,700.00 Siemens Ltd. - NA NA 4,55,227.00 CG Power and Industrial Solutions Ltd. NA 1,06,310.00 64,110.00 44,580.00 Hind Rectifiers Ltd. 10,990.00 8,932.19 5,342.65 3,014.65 Parameters Company 6M FY26 FY25 FY24 FY23 Order book to Pioneer Fil-med Limited 2.83 1.07 1.18 1.31 sales (Ratio) Titagarh Rail Systems Ltd. 19.21 6.34 7.23 9.91 Bharat Forge NA NA NA NA ABB India Ltd. NA 0.77 0.80 0.75 BEML Ltd. NA 3.63 2.93 2.20 Siemens Ltd. - NA NA 2.33 CG Power and Industrial Solutions Ltd. NA 1.07 0.80 0.64 Hind Rectifiers Ltd. NA 1.36 1.03 0.84 Average of Peers 19.21 2.64 2.56 2.78 Notes to Peers 1) All operational metrics have been sourced from the respective companies’ annual reports, audited financial statements, investor presentations and analyst presentations for the relevant financial or calendar years, as applicable. The figures have been directly extracted from such reports. Wherever the relevant information was not disclosed, the same has been stated as “NA”. 2) NA refers to Not Available, where the information is unavailable, i.e. not reported by the industry peers in either their annual reports, audited financial results, investor presentations and analyst updates as submitted to the Stock Exchanges. - Additionally, where any component required for calculation of a metric was not disclosed in the financial statements, the respective metric has not been computed and has been indicated as NA. 3) The financial year of ABB India Ltd. follows a calendar year period (January to December). For comparability purposes, the financial data has been aligned as follows: - Jan 25 – Jun 25 considered as 6M FY26 - Jan 24 – Dec 24 considered as FY25 - Jan 23 – Dec 23 considered as FY24 - Jan 22 – Dec 22 considered as FY23 4) The financial year of Siemens Ltd. follows an October to September reporting cycle. For comparability purposes, the financial data has been aligned as follows: - Oct 24 – Sept 25 considered as FY25 - Oct 23 – Sept 24 considered as FY24 - Oct 22 – Sept 23 considered as FY23 - 6M FY26 has not been considered for Siemens Ltd. due to non-availability of financial disclosures for the corresponding period and has therefore been indicated as “–” 5) For Siemens Ltd., post-demerger operational data for FY25 and FY24 was not publicly available; therefore, the respective metrics have been considered as NA for those years. For FY23, post-demerger data was also not available; hence, the reported pre-demerger financial values have been considered. 6) Closing Order Book represents the value of unexecuted customer orders outstanding at the end of the respective financial or calendar year, as disclosed by the companies, and indicates revenue visibility for future periods. 7) Order Book to Sales Ratio (x), indicates the proportion of outstanding order value relative to annual revenue, highlighting visibility of future sales. 8) For Order Book to Sales Ratio (x), an “Average of peers” has been calculated for each respective year. The average represents the mean of the values reported by all peer companies excluding Pioneer Fil-med for the corresponding financial year. The ‘Global peers’ considered for Pioneer Fil-med Limited in industrial and engineering equipment market are Wabtec Corporation and Knorr-Bremse. Parameters Company 6M FY26 FY25 FY24 FY23 Closing order Pioneer Fil-med Limited 4,417.62 3,505.25 2,742.78 1,125.04 book (INR M) Wabtec Corporation 18,90,304.80 18,83,320.32 18,21,077.22 18,02,461.12 212Parameters Company 6M FY26 FY25 FY24 FY23 Knorr-Bremse 6,67,838.16 6,52,987.44 6,30,395.52 5,77,950.53 Parameters Company 6M FY26 FY25 FY24 FY23 Order book to Pioneer Fil-med Limited 2.83 1.07 1.18 1.31 sales (Ratio) Wabtec Corporation 4.11 2.14 2.27 2.68 Knorr-Bremse 1.85 0.91 0.89 0.97 Average of Peers 2.98 1.53 1.58 1.82 Notes to Peers 1) All operational metrics have been sourced from the respective companies’ annual reports, audited financial statements, investor presentations and analyst presentations for the relevant financial or calendar years, as applicable. The figures have been directly extracted from such reports. Wherever the relevant information was not disclosed, the same has been stated as “NA”. 2) NA refers to Not Available, where the information is unavailable, i.e. not reported by the industry peers in either their annual reports, audited financial results, investor presentations and analyst updates as submitted to the Stock Exchanges. 3) For better comparability with the Company, the financials / operational metrices of global peers have been aligned such that: − Jan’25 – Jun’25 has been considered as 6M FY26 − Jan’24 – Dec’24 (CY24) has been considered as FY25 − Jan’23 – Dec’23 (CY23) has been considered as FY24 − Jan’22 – Dec’22 (CY22) has been considered as FY23 4) To enable cross-company financial comparison, reported financials / operational metrices of global peers have been converted into Indian Rupees (INR) using the following exchange rate assumptions: − Financials of Wabtec Corporation converted at 1 US$ = INR 86.60 for FY26, 1 US$ = INR 84.56 for FY25, 1 US$ = INR 82.78 for FY24, and 1 US$ = INR 80.32 for FY23. − Financials of Knorr-Bremse converted at 1 Euro = INR 91.16 for FY26, 1 Euro = INR 90.92 for FY25, 1 Euro = INR 89.01 for FY24, and 1 Euro = INR 83.67 for FY23 5) Closing Order Book represents the value of unexecuted customer orders outstanding at the end of the respective financial or calendar year, as disclosed by the companies, and indicates revenue visibility for future periods. 6) Order Book to Sales Ratio (x), indicates the proportion of outstanding order value relative to annual revenue, highlighting visibility of future sales. 7) For Order Book to Sales Ratio (x), an “Average of peers” has been calculated for each respective year. The average represents the mean of the values reported by all peer companies excluding Pioneer Fil-med for the corresponding financial year. 8. Key threats and challenges to the railway equipment and WTG industry • Supply-chain dependency: Dependence on imported metals, precision castings, and electronic parts exposes the sector to input-cost volatility and shipment delays, affecting delivery schedules and cost efficiency. • Approval and certification delays: Strict RDSO, CEA, and railway certification norms require multi-stage testing and documentation, extending product-development timelines and delaying revenue realisation. • Working-capital strain: Deferred payments, retention money, and milestone-based billing structures in railway and renewable projects increase funding requirements and strain cash flow. • Competitive pricing pressure: Aggressive bidding under government and PSU tenders compresses margins, compelling manufacturers to balance cost control with technology and quality standards. • Technological and compliance risk: Fast-evolving traction, turbine, and digital control technologies demand continuous R&D and adherence to global standards; delayed adaptation can limit eligibility for future tenders. • Policy and funding uncertainty: Dependence on public-sector investments and regulatory frameworks makes the industry sensitive to changes in budget priorities, fiscal constraints, or policy revisions. 213OUR BUSINESS Unless the context otherwise requires, references in this section to “we”, “us”, and “our” (including in the context of any financial information) are to our Company along with our Subsidiaries, on a consolidated basis. Some of the information in the following section, especially information with respect to our plans and strategies, consists of certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results may differ materially from those expressed in, or implied by, these forward-looking statements. To obtain a complete understanding of our Company and our business, prospective investors should read this section along with “Risk Factors”, “Industry Overview”, “Other Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 18, 131, 365 and 367, 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, results of operations or cash flows. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Additionally, please refer to “Definitions and Abbreviations” on page 1 for definitions of certain terms used in this section. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Railway Equipment & WTG Industry report” dated March 2026 (the “1Lattice Report”) prepared and issued by Lattice Technologies Private Limited, pursuant to an engagement letter dated August 18, 2025. The 1Lattice Report has been exclusively commissioned and paid for by us in connection with the Offer. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of presentation. A copy of the 1Lattice Report will be available on the website of our Company at www.pioneerfilmed.com/investors from the date of the filing of this Draft Red Herring Prospectus until the Bid / Offer Closing Date. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular Fiscal / Calendar Year refers to such information for the relevant Fiscal/ Calendar Year. For further information, see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by 1Lattice exclusively commissioned and paid for by us for such purpose.” on page 51. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 14. In evaluating our business, we consider and use certain key performance indicators that are presented herein as supplemental measures to review and assess our operating performance. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for our financial statements, and other financial and operational information included in this Draft Red Herring Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance. These key performance indicators have limitations as analytical tools. Further, these key performance indicators, including the manner in which they are computed, may differ from similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these metrics should not be considered as an indicator of our operating performance, liquidity, profitability or results of operations. OVERVIEW We are an established manufacturer and supplier of railway and metro equipments, and allied components for the locomotive and coach applications segment in India, with a strong presence across both diesel-electric and electric platforms (Source: 1Lattice Report). We commenced operations in 2001 with the manufacture and supply of filters for railway and automotive applications and have since diversified into the manufacture and supply of traction motors, alternators, brake discs, gangways, stators and rotors for locomotives, platform screen doors for metros, wind generators and allied services. In line with our strategy to diversify our product portfolio, we expanded into the renewable energy sector in 2023 through the manufacture and supply of wind generators, and also executed orders from leading wind turbine manufacturers for the supply of wind generators indicating initial market acceptance of our offerings in the renewable energy domain (Source: 1Lattice Report). Pursuant to this expansion, we have established in-house production capabilities for wind generators, positioning us among the limited number of players in India with manufacturing capabilities in this segment (Source: 1Lattice Report). Our entry into this sector leverages our existing technical expertise, fabrication infrastructure and quality systems, enabling us to cater to the requirements of renewable energy developers and related stakeholders. We have executed orders from one of the leading wind turbine manufacturers for the supply of 129 sets of wind generators during the fiscal 2026, of which 117 sets were supplied between October 1, 2025, and February 28, 2026, evidencing initial market acceptance of our offerings in the renewable energy domain. As on the date of this Draft Red Herring Prospectus, we are approved supplier of advanced traction products to Indian Railways and are among the top three Category-I approved suppliers for traction alternators and a Category-I approved supplier for traction motors, HHP 4500 traction motors, brake discs and filters. (Source: 1Lattice Report). We operate three manufacturing facilities, out of which two facilities are located in Bawal, Haryana, and our third facility is located in Manesar, Haryana. All our facilities hold certifications under the International Organization for Standardization (“ISO”), including ISO 9001:2015 for our manufacturing processes. 214As of December 31, 2025, our operations are supported by 25 sales and marketing professionals with regional expertise, and warehousing infrastructure. The table below sets out details of revenue from operations of our Company across sale of locomotive equipment, other railway products and metro products, and allied services, sale of wind generators and allied services, and others for the six-month period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023: Sectors For the six-month period Fiscal 2025 Fiscal 2024 Fiscal 2023 ended September 30, 2025 Revenue % of total Revenue % of total Revenue % of total Revenue % of total from revenue from revenue from revenue from revenue operations from operations from operations from operations from (in ₹ operations (in ₹ operations (in ₹ operations (in ₹ operations million) million) million) million) Revenue from sale of locomotive equipment, other 1,499.34 96.07% 3,117.17 95.50% 2,254.16 96.75% 631.55 73.38% railway products and metro products, and allied services Revenue from sale of wind generators and 28.83 1.85% 90.92 2.78% 22.00 0.95% 10.46 1.21% allied services Others* 32.46 2.08% 56.09 1.72% 53.64 2.30% 218.66 25.41% Total Revenue from 1,560.63 100.00% 3,264.18 100.00% 2,329.80 100.00% 860.67 100.00% operations * Other includes sale of traded goods, scrap sale, and sale of other non-railway product Since the commencement of its operations, our Company has cultivated long-standing relationships with customers across the railways, metro and industrial sectors, with its engagement with the railways spanning more than two decades (Source: 1Lattice Report). We undertake product design and development activities to continuously enhance and expand our offerings in line with the evolving needs of our customers in the railway and wind energy sector. As of December 31, 2025, our design, engineering, and new product development team comprises of skilled professionals with expertise in traction equipment design, product simulation, prototyping, and testing. Leveraging our core expertise in precision engineering and heavy fabrication, we have developed advanced manufacturing capabilities to handle a wide range of materials and produce specialized machinery for locomotive component manufacturing. Our design and engineering capabilities have led to the creation of a comprehensive product portfolio that includes traction motors, alternators, brake discs, filters, stators and rotors for locomotives and platform screen doors for metros, and wind generators. We have a product development pipeline comprising complete axle box, gangway for EMU coaches, Vande Bharat, and Amrit Bharat coaches, carrier piston pins, complete gear case, retention tanks for LHB coaches, machined pistons, steel cap pistons, IGBT based propulsion systems and wheel mounted discs. For further details, please see “Our Business Operations- Product Portfolio” on page 222. The supply of traction systems and related locomotive components is subject to rigorous testing, certification, and validation requirements mandated by railway authorities and OEMs, creating significant barriers to entry while ensuring high standards of safety, reliability, and operational performance (Source: 1Lattice Report). We actively integrate emerging technologies to meet the evolving demands of rail electrification and automation, with in-house expertise in the design and development of fixtures, test benches, and control systems during both prototype and serial production. Our manufacturing operations utilise automated machinery for fabrication and assembly of traction equipment and are supported by digital monitoring systems for production processes that enhance operational efficiency, quality, and real-time fault detection. We are promoted by Sushil Kumar Jain, Anil Kumar Agarwal. Rishabh Jain, and Akshat Agarwal, who are entrepreneurs with a collective experience of more than 7 decades in the manufacturing sector and allied industries. Additionally, we have an experienced Board, who play a pivotal role in contributing towards the growth of our operations while also providing us with strategic leadership and guidance. Together with a professional management team covering finance, legal, strategy, the leadership combines entrepreneurial vision, railway component and renewable energy expertise and strong governance. 215We have demonstrated strong and consistent financial performance for the six-month period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023. The following table presents certain key performance indicators for the periods indicated: Particulars Unit Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Operational KPIs Closing Order Book in ₹ million 4,417.62 3,505.25 2,742.78 1,125.04 Order Book / Sales Times 2.83# 1.07 1.18 1.31 Financial KPIs Revenue in ₹ million 1,560.63 3,264.18 2,329.80 860.67 Revenue Growth % * 40.11% 170.70% ** EBITDA in ₹ million 336.05 575.12 395.46 67.82 EBITDA Margin % 21.53% 17.62% 16.97% 7.88% PAT in ₹ million 254.06 404.38 263.91 111.72 PAT Margin % 16.28% 12.39% 11.33% 12.98% RoE % 13.34%# 24.51% 21.10% 11.32% RoCE % 13.59%# 28.79% 25.74% 3.79% Net Fixed Asset Turnover Times 1.56# 5.05 3.73 1.33 Net Debt / Equity Times 0.20 0.10 0.04 0.21 Net Working Capital Days Days 37 44 83 182 Notes: * Not been included as the comparative period figures under Ind AS for the six-months period ended September 30, 2025 are not available ** Not been included as the comparative period figures under Ind AS for the fiscal year 2022 are not available # Not Annualized The method of computation of above KPIs is set out below: Metric Unit Formula Operational KPIs in ₹ The value of the closing order book as of the respective dates is calculated as the total value of purchase million orders and commitments received by the Company from its customers during the financial year/period Closing Order Book (excluding cancelled purchase orders and commitments), net of the sale of finished goods during the same period as increased by the outstanding purchase orders and commitments as at the previous reporting date. Times Order book to sales ratio is calculated as closing order book value divided by revenue from operations Order Book / Sales for the respective period/year Financial KPIs Revenue in ₹ Revenue represents revenue from sale of goods plus revenue from sale of services plus other operating million revenue Revenue growth is calculated as the percentage increase in revenue from operations compared to the Revenue Growth % previous year in ₹ EBITDA is calculated as Profit before tax plus Finance cost plus Depreciation and amortization EBITDA million expense minus other income minus share in profit of joint venture EBITDA Margin % EBITDA Margin represents EBITDA as a percentage of Revenue from operations in ₹ PAT Profit before tax minus total tax expense million PAT Margin % PAT Margin is calculated as PAT as a percentage of Revenue from operations RoE is calculated as PAT divided by (Closing Equity share capital plus other equity plus non- RoE % controlling interest) RoCE is calculated as EBIT divided by Closing Capital Employed, where EBIT represents Profit before tax plus Finance cost minus other income minus share in profit of joint venture, and Closing RoCE % Capital Employed represents Total Equity plus Total borrowings Plus total lease liabilities plus deferred tax liabilities minus deferred tax assets Net Fixed Asset Calculated as Revenue from operation divided by (Property plant and equipment+ Right of use of Times Turnover assets plus capital work in progress) Calculated as Net Debt (Total Borrowings plus Total Lease Liabilities minus Cash and Cash Net Debt / Equity Times Equivalent) divided by Total Equity where Total Equity represents Equity share capital plus other equity plus non-controlling interest Net Working Capital Days is calculated as (Net Working Capital divided by Revenue from Operations of the financial year/period) multiplied by number of days in the financial year / period, where Net Net Working Capital Days Working Capital is calculated as (Current assets minus cash and cash equivalents minus other bank Days balances) minus (current liabilities minus short term borrowings (including cash credit and working capital demand loan) minus short term lease liabilities) COMPETITIVE STRENGTHS 216Established manufacturer in select high-entry-barrier segments of the locomotive traction equipment industry, including traction motors and alternators. We are an established manufacturer and supplier of railway and metro equipments, and allied components for the locomotive and coach applications segment in India, with a strong presence across both diesel-electric and electric platforms (Source: 1Lattice Report). We are currently serving railways, metro corporations, energy companies, and rolling-stock manufacturers. Our product portfolio includes traction motors, alternators, brake discs, gangways, stators and rotors for locomotives, and platform screen doors for metros, wind generators and allied services. The domestic traction equipment segment has witnessed sustained growth in line with the ongoing electrification of India’s rail network and is projected to continue expanding in the coming years. Looking ahead, the market is expected to reach ₹ 32.6 billion by Fiscal 2030, growing at a CAGR of 13.4% over Fiscal 2025 to Fiscal 2030, underpinned by continued network electrification, rolling stock modernisation, technological improvements, strong policy support, and localisation of manufacturing. (Source: 1Lattice Report). The continued investments by railways in locomotive modernisation, coupled with increased metro-rail deployment across major cities, are expected to further enhance the demand for traction propulsion systems (Source: 1Lattice Report). The supply of traction systems and related locomotive components is subject to rigorous testing, certification, and validation requirements mandated by railway authorities and OEMs, creating significant barriers to entry while ensuring high standards of safety, reliability, and operational performance (Source: 1Lattice Report). We are approved supplier of advanced traction products to Indian Railways and are among the top three Category-I approved suppliers for traction alternators and a Category- I approved supplier for traction motors, HHP 4500 traction motors, brake discs and filters (Source: 1Lattice Report). Further, we are also a Category-I approved supplier to Indian Railways for filters, reflecting compliance with stringent qualification and testing standards (Source: 1Lattice Report). As part of our operations, we routinely submit bids for tenders floated by metro rail corporations, and have successfully been awarded contracts for the manufacturing, supply, and maintenance of platform screen doors. We have successfully executed contracts awarded by the one of the metro rail corporations for the installation of platform screening doors for 21 stations, and our Company has recently also been awarded an additional contract by state metro department for a platform screening door project. Our Order Book comprises of the unexecuted portion of the purchase orders we have received. The following table summarizes our Order Book as of September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 Particulars Outstandin % of total Outstandin % of total Outstandin % of total Outstandin % of total g as of Order Book g as of Order Book g as of Order Book g as of Order Book September March 31, March 31, March 31, 30, 2025 (in 2025 (in ₹ 2024 (in ₹ 2023 (in ₹ ₹ million) million) million) million) Railways and metro 4,046.03 91.59% 3,414.33 97.41% 2,742.78 100.00% 1,125.04 100.00% Wind generators 371.59 8.41% 90.92 2.59% - 0.00% - 0.00% Total Order Book 4,417.62 100.00% 3,505.25 100.00% 2,742.78 100.00% 1,125.04 100.00% Note: The value of the closing order book as of the respective dates is calculated as the total value of purchase orders and commitments received by the Company from its customers during the financial year/period (excluding cancelled purchase orders and commitments), net of the sale of finished goods during the same period as increased by the outstanding purchase orders and commitments as at the previous reporting date. Integrated manufacturing facilities supported by in-house engineering and product development Our facilities, namely Manesar Facility, Bawal Facility-I, and Bawal Facility-II manufacture traction motors, traction alternators, stators, rotors, filters, brake discs, platform screen doors, wind generators, rotor shafts, flexible gangway, wheel set guide, and motor suspension unit/ suspension tubes. Our engineering and technology-driven manufacturing units enable us to maintain consistent quality and efficiency across our operations. Our manufacturing facilities at Bawal, Haryana and Manesar, Haryana are equipped with advanced machinery and automation systems such as horizontal machine center, vertical turning lathe, vacuum pressure impregnation plant, rotating ovens, coordinate measuring machines, test benches etc., that are designed for precision production of traction motors, alternators, wind generators and related components. Our facilities incorporate process modularity, in-process quality monitoring and digital production tracking systems for monitoring manufacturing operations. Our manufacturing processes also utilise programmable logic controllers and centralised monitoring systems for process control across production stages. We have developed and deployed several special-purpose machines to improve accuracy in critical operations such as winding, assembly, balancing and testing of traction motors. These in-house engineered tools enhance process precision, reduce cycle times and improve product reliability. Our production lines also utilise sensors and fault-detection systems designed to identify process deviations at early stages, minimising rework and ensuring consistent product performance. For product development, we routinely enter into arrangements with our chosen product partners, allocating the essential resources required for successful contract execution. 217We have structured process-control systems across various stages of manufacturing , including rotor balancing, machining impregnation and final testing, which ensures adherence to the standard prescribed by the railways. Our engineering team continues to adapt and refine these processes in line with evolving technologies and customer specifications, strengthening our ability to deliver reliable, high-performance traction equipment for railways and metro rail applications. We maintain dedicated teams that allocate the essential resources required for sourcing and execution of railway contracts. For more details please see “-Product life cycle” on page 232 This involves registering the product with the necessary authorities and simultaneously planning for local manufacturing with a maximum local content element, including prototypes that must be manufactured and offered for field trials. Upon successful completion of trials and supply of the minimum quantities required under the development vendor category, an application is made for approved vendor status in accordance with the applicable procedures prescribed by the railways. After obtaining approved vendor status, our Company seeks to secure the maximum possible tender quantity while consistently meeting the prescribed quality requirements of the product specifications and continuously working towards achieving higher levels of localisation, particularly in respect of imported components, in order to optimise costs. In addition, for certain projects requiring specialised technology, expertise, or scale, we enter into strategic partnerships and collaborative arrangements with third parties. For instance, we have undertaken PSD projects through a consortium arrangement with a multinational partner, which enables us to leverage complementary capabilities, enhance technical execution, and strengthen our competitive positioning in such projects. Long-standing customer relationship with the railways Over the years, we have developed engineering expertise and established long-term relationships with the railways, positioning us as a preferred supplier for traction equipment and filters. Our close coordination with the railways during the product development and validation process enhances customer retention and reinforces our position in the domestic traction-equipment industry. We prioritize a thorough understanding of our customer’s present and evolving requirements, focusing on a timeframe that aligns with the typical duration of our strategic partnerships with our vendors and suppliers, which enable us to access specialised technology, advanced technical expertise, and enhanced execution capabilities, as well as undertake projects of larger scale and complexity. These collaborations allow us to offer comprehensive solutions, improve project delivery standards, mitigate execution risks, and enhance our ability to meet stringent technical and performance requirements of our customers. We believe our scale of operations strengthens our ability to capture a larger share of demand generated by the Government of India’s continued focus on railway electrification and fleet modernisation. Our operations follow an integrated approach across manufacturing, quality control and delivery processes in accordance with the specifications prescribed by the railways. Railways have been a repeat customer for our products for more than two decades, reflecting our enduring reliability and deep-rooted partnership in India’s railway ecosystem. (Source: 1Lattice Report) Experienced Management Team and Qualified Personnel with Significant Industry Experience We are guided by our Promoters and industry professionals, whose collective experience forms the foundation of our sustained growth . Sushil Kumar Jain, Anil Kumar Agarwal, Rishabh Jain, and Akshat Agarwal, our Promoters, oversee our operations and bring deep, hands-on experience in the locomotive industry. Their strategic vision and technical acumen have played a central role in shaping our trajectory and expanding our presence in the domestic market. Our Chairperson and Non-Executive Director, Sushil Kumar Jain, has over 34 years of experience in the locomotive industry. He has successfully established several business entities engaged in the technology, import-export and manufacturing sectors. Anil Kumar Agarwal, our Managing Director, holds a bachelor’s degree in commerce from the University of Bombay. He has 28 years of experience in manufacturing traction motors, alternators, wind power generators, and propulsion systems. He has also fostered collaborations with international firms to bring advanced products to the Indian market. Rishabh Jain, our Whole-time Director, holds a bachelor’s degree in commerce from the University of Delhi and is a fellow of the Institute of Chartered Accountants of India and currently responsible for managing our Company's railway business, introducing innovative products for railways and metro systems and provides strategic guidance and oversight in relation to our Company’s business operations. Akshat Agarwal, our Whole Time Director, holds a bachelor’s degree in business administration from S.P. Jain School of Global Management. He has 3 years of experience in the manufacturing industry, specifically in the production of brake discs and filters. Experience included overseeing plant operations, managing resources, and leading the development of innovative products such as wheel-mounted, axle-mounted, and split discs. He is responsible managing our Company's railway business, introducing innovative products for railways and Metro systems of our Company. Our management team is composed of qualified professionals with diverse functional expertise across areas such as business development, finance, supply chain, regulatory compliance, and operations. Many of our senior management team have spent 218a significant portion of their careers in the manufacturing and supply of products and components for the railways sector, and this continuity has been instrumental in building institutional knowledge, driving innovation, and ensuring customer-centric execution. We continue to benefit from the strategic guidance and operational insight of our promoters and senior leadership team. Their ability to align long-term vision with short-term execution has helped us capitalize on new business opportunities while ensuring disciplined governance and risk management. As we grow, we remain committed to attracting and nurturing talent that complements our leadership strengths and supports the next phase of our expansion. Our culture emphasizes continuous learning, cross-functional collaboration, and accountability, all of which contribute to a people-first environment. This culture enhances productivity and retention and reinforces our reputation as a preferred employer in the industrial manufacturing space. Track Record of Profitability and Consistent Financial Performance We have demonstrated a consistent and resilient financial performance over the six-month period ended September 30, 2025 and past three fiscal years, outperforming the broader locomotive industry CAGR of 13.4% in terms of revenue growth and profitability. Our track record reflects the strength of our integrated business model, long-standing customer relationships, and disciplined execution across all functions. In the six-month period ended September 30, 2025, Fiscal 2025, 2024, and 2023, our revenue from operations stood at ₹ 1,560.63 million, ₹ 3,264.18 million, ₹ 2,329.80 million, and ₹ 860.67 million, respectively. This growth corresponds to a revenue compound annual growth rate (“CAGR”) of 94.75% between Fiscal 2023 and Fiscal 2025, significantly outpacing industry benchmarks during the same period. Our growth has been underpinned by strong order inflows, robust execution capabilities, and a diversified product portfolio. We reported EBITDA of ₹ 336.05 million for the six-month period ended September 30, 2025, ₹ 575.12 million in Fiscal 2025, ₹ 395.46 million in Fiscal 2024, and ₹ 67.82 million in Fiscal 2023. This growth corresponds to a CAGR of 191.22% between Fiscal 2023 and Fiscal 2025. These figures translate to EBITDA margins of 21.53%, 17.62%, 16.97% and 7.88% for the respective periods, reflecting operational efficiency, effective cost management, and improved operating leverage through greater scale. Profit after tax (“PAT”) also witnessed steady growth, with ₹ 254.06 million for the six-month period ended September 30, 2025, ₹ 404.38 million recorded in Fiscal 2025, ₹ 263.91 million in Fiscal 2024, and ₹ 111.72 million in Fiscal 2023. PAT margins stood at 16.28% , 12.39% , 11.33% , and 12.98% for the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, indicating consistency in bottom-line performance and prudent financial management. This performance has been supported by low interest costs, efficient working capital management, and disciplined capital allocation. In terms of return ratios, we achieved Return on Equity (ROE) of 13.34% (not annualized), 24.51%, 21.10%, and 11.32% and Return on Capital Employed (“ROCE”) of 13.59% (not annualized), 28.79%, 25.74% and 3.79% during the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively. These strong returns reflect the effective deployment of capital, efficient asset utilization, and the inherent profitability of our operations. Through a combination of internal accruals and judicious capital expenditure, we have maintained an optimal capital structure. We follow a conservative approach to leverage, ensuring financial stability while retaining the flexibility to invest in future growth opportunities. Our low leverage position is supported by robust and recurring cash flows from operations, which enable us to meet working capital needs, fund capacity expansions, and manage contingencies without excessive reliance on debt. We continue to prioritize long-term value creation and financial prudence. Our focus on maintaining healthy margins, strong returns, and a disciplined capital structure positions us well to sustain our momentum, invest in innovation and infrastructure, and pursue growth in both existing and new markets. STRATEGIES Expansion of our wind energy equipment business The wind generator sector in India operates within a policy-driven and regulated framework shaped by central and state-level renewable energy initiatives aimed at increasing the share of non-fossil fuel sources in the country’s energy mix. The regulatory environment includes tariff mechanisms, grid connectivity norms, renewable purchase obligations, and other policy measures that support capacity addition. The sector also benefits from favourable policy support, established wind corridors across multiple states, improving grid infrastructure, and the increasing adoption of clean energy solutions by utilities as well as commercial and industrial consumers. (Source: 1Lattice Report) 219The Indian wind turbine components market expanded from ₹ 42.1 billion in Fiscal 2020 to ₹ 87.6 billion, registering a CAGR of 15.8%. Growth was supported by rising renewable energy investments, favourable policies such as the national wind-solar hybrid policy, and steady project execution in both onshore and emerging offshore wind segments. Between Fiscal 2025 and Fiscal 2030, the market is projected to reach ₹ 198.6 billion, growing at a CAGR of 17.8%. This growth will be driven by new offshore installations, technological advancements in turbine design, and strong policy support for decarbonisation and energy security. By component, gearbox dominated the market at ₹ 43.2 billion in Fiscal 2025, followed by converter (₹ 27.1 billion) and generator (₹ 17.3 billion). This trend is expected to continue through Fiscal 2030, with gearbox valued at ₹ 93.7 billion, converter at ₹ 62.8 billion, and generator at ₹ 42.2 billion. (Source: 1Lattice Report) In 2023, we strategically diversified our operations, expanding beyond the railways and automotive segments, to commence the production and supply of wind generators within the renewable energy sector. We aim to build a scalable and sustainable manufacturing platform in the wind energy sector by leveraging the strong structural growth in India’s renewable energy market, supported by national decarbonisation targets, increasing share of renewable energy in the power mix, declining levelized cost of wind power, and favourable regulatory and policy frameworks, including standards prescribed by the Bureau of Indian Standards and the Approved List of Models & Manufacturers framework of the Ministry of New and Renewable Energy, Government of India (Source: 1Lattice Report). Our strategy is to sell components for wind energy sector as a core growth vertical alongside our railways business. Having commenced the production and supply of wind generators in Fiscal 2023, we intend to rapidly scale up operations and deepen our presence across the wind energy value chain. In line with the ALMM-wind framework of the Ministry of New and Renewable Energy, we propose to expand our product portfolio beyond wind generators to include critical components and systems such as gearboxes, wind power converters, and other high-value sub-assemblies, thereby increasing value addition and improving overall revenue. and capitalizing on the "Make in India initiative of the Government of India". We plan to undertake capacity expansion at our existing and upcoming facilities to meet the expected growth in demand from wind turbine manufacturers and project developers. Our new facility under construction at Salarpur, Bhiwadi, Rajasthan is intended to play a key role in this expansion by manufacturing critical sub-components, including end frames and stator chambers for wind generators. We also propose to continue strengthening the dedicated workshop at our Bawal facility, which has the capability to manufacture components of wind generators, through investments in specialised machinery, tooling, testing equipment, and skilled manpower. Further, we propose to use our Net Proceeds to establish a gear box manufacturing and a wind generator component manufacturing facilities at Salarpur, Bhiwadi, Rajasthan. For further details, please see “Objects of the Offer” on page 98. We also intend to obtain and maintain all necessary certifications and approvals under the BIS standards and the ALMM framework to enhance our eligibility for participation in government-backed and utility-scale renewable energy projects. Compliance with these regulatory requirements is expected to strengthen our credibility with customers. We intend to focus on long-term strategic relationships with original equipment manufacturers and developers in the wind energy ecosystem. We have executed orders from one of the leading wind turbine manufacturers for the supply of 129 sets of wind generators, of which 117 sets were supplied between October 1, 2025 and February 28, 2026, evidencing initial market acceptance of our offerings in the renewable energy domain. Our strategy also emphasises progressive localisation of components and supply chain development within India, in line with national objectives for domestic manufacturing. By increasing localisation, we aim to reduce input costs, improve supply reliability, and enhance competitiveness against imported equipment. In addition, we aim to provide allied services for wind generators and gear boxes, including maintenance, refurbishment, and technical support, to create recurring revenue streams and strengthen customer relationships over the lifecycle of the products. Through this strategy, we intend to expand our operations in the wind energy equipment segment alongside our existing railways business. The development of this segment is expected to diversify our product portfolio and customer base by addressing demand from wind turbine manufacturers and renewable energy project developers thereby creating a strong second growth pillar that complements our established railways business and positions us to benefit from India’s energy transition. Product diversification and expansion in the railway sector Our Company intends to strengthen its market position in the locomotive and railways sector through the continuous expansion and modernisation of its product portfolio. Our strategy is centred on developing new and upgraded traction propulsion systems, alternators and auxiliary electrical components that address the evolving requirements of railways, metro-rail systems and other locomotive applications. Our Company intends to expand its presence in the domestic railways and traction equipment market by capitalising on structural growth drivers, including continued electrification of the railway network, sustained investments in locomotive modernisation and the increasing adoption of metro and urban rail systems across major cities. The domestic traction-equipment segment is projected to grow at a CAGR of approximately 13.4% between Fiscal 2025 and Fiscal 2030 220(Source: 1Lattice Report), which is expected to translate into increased demand for propulsion systems, traction motors, converters, control systems and allied components. The Indian rolling stock traction motor market grew from ₹ 11.3B in Fiscal 2020 to ₹ 17.4B in Fiscal 2025, driven by railway electrification, expansion of metro & suburban networks, & modernisation of existing locomotives. Replacement of ageing fleets, along with upgrades in motor efficiency, thermal management, & durability, further supported demand across passenger & freight applications. (Source: 1Lattice Report) Looking ahead, the market is expected to reach ₹ 32.6B by Fiscal 2030, growing at a CAGR of 13.4% over Fiscals 2025-2030, underpinned by continued network electrification, rolling stock modernisation, technological improvements, & strong policy support & localisation of manufacturing. (Source: 1Lattice Report) Our strategy focuses on expanding and evolving our product portfolio through innovation. In line with this approach, we have initiated development of several new products representing the next phase of our technological and market expansion, including wheel-mounted brake discs for Vande Bharat trains, retention tanks and platform screen doors. We also intend to further diversify and strengthen our offerings within the railways segment by expanding into adjacent and higher-value traction-related products, subject to receipt of requisite approvals and certifications, while continuing to focus on customised engineering solutions to meet the specific requirements of different locomotive classes, metro rolling stock and export markets, where applicable. We remain focused on the design, engineering and manufacture of propulsion systems for electric locomotives, which form the core of traction performance and energy efficiency in modern railway operations. These propulsion systems are being developed with the objective of achieving higher power output, improved thermal management and enhanced operational reliability as compared to conventional traction configurations. Our strategy includes strengthening our core traction and propulsion business by deepening our engagement with railways, metro corporations and rolling stock manufacturers through a combination of capacity augmentation, technological advancement and product portfolio expansion. We propose to invest in upgrading manufacturing infrastructure, increasing automation and strengthening quality control systems to enhance throughput, reduce lead times and ensure consistent compliance with evolving technical specifications and safety standards prescribed by railways and metro authorities. We also intend to increase the localisation of critical components and sub-assemblies and develop indigenised variants in alignment with the Government of India’s “Make in India” and “Atmanirbhar Bharat” initiatives, thereby reducing dependence on imports and improving cost competitiveness. By leveraging our in-house design, engineering and testing capabilities, we seek to deliver advanced, cost-competitive traction solutions tailored to Indian operating conditions and technical requirements. Enhanced localisation is also expected to strengthen supply-chain resilience, improve pricing flexibility and support margin expansion. Through these initiatives, we seek to reinforce our position as a reliable, technologically capable and cost- competitive manufacturer of traction equipment and allied railway equipment, and to sustainably grow our railways business as the core pillar of our overall operations. Operational efficiency and cost optimization through integrated manufacturing capabilities We aim to continuously improve profitability through cost optimization, leveraging our backward integration capabilities, and increasing capacity utilization. By focusing on product improvements, quality control, and dedicated research and development, we continuously optimize our production processes. Our scale of operations allows for higher production volumes and utilisation of our manufacturing facilities, enabling us to spread fixed costs more efficiently and reducing production costs on a per-unit basis, thereby strengthening our market position. Our Company is currently constructing a new facility at Salarpur, Bhiwadi, Rajasthan with an aim to operationalise the plant by September 2026. We aim to undertake manufacturing of products such as LHB coach bogies and Vande Bharat bogies. Additionally, as part of our growth strategy, we intend to use our Net Proceed towards setting up of two new facilities at Salarpur, Bhiwadi, Rajasthan for manufacturing of gear box and wind generator components respectively. For further details please see “Objects of the Offer” on page 98. We are committed to further optimizing production by improving engineering capabilities, debottlenecking critical processes, increasing flexibility, and minimizing scrap. We are also prioritizing local sourcing by identifying local suppliers in new markets, strengthening our supply chain resilience, reducing lead times, and supporting local economies, particularly in upcoming product markets where we plan to expand. To advance these initiatives, we are integrating technology-driven solutions to enhance digitization and automation across our production processes. The adoption of advanced manufacturing technologies enables real-time monitoring, predictive maintenance, and process optimization, which collectively reduce production costs, improve efficiency, and enhance our overall competitiveness. With our advanced manufacturing facilities, ongoing and proposed expansion and technology-enabled production framework, we are strategically positioned to achieve economies of scale, reduce costs, and drive sustainable growth. 221Expansion of platform screen doors business The domestic Platform Screen Door (“PSD”) market is expanding steadily on account of rapid urbanisation, continuous metro rail expansion and evolving regulatory frameworks mandating enhanced safety standards. Metro rail networks across major urban centres, including Delhi, Mumbai, Ahmedabad, Chennai, and Bengaluru, are progressively incorporating platform screen door systems, particularly in underground stations and high-density corridors, reflecting a broader shift toward enhanced passenger safety and increasing system automation. (Source: 1Lattice Report) Growth in this segment is supported not only by new metro projects across Tier I and Tier II cities but also by retrofitting requirements in existing corridors. Further, the Government’s continued thrust on urban mobility missions and metro rail development, coupled with increasing emphasis on unattended train operations and air-conditioned underground stations, is expected to materially strengthen long-term demand for PSD systems over the next decade. At present, our PSD systems are being manufactured and executed in collaboration with international companies. These arrangements enable us to access specialised technologies, proven design platforms and critical control and synchronisation subsystems, while simultaneously strengthening our execution capabilities across engineering, installation, testing, commissioning and maintenance. This collaborative framework has enabled us to participate in technically complex metro tenders and build project credentials in compliance with prescribed safety and performance standards of metro rail corporations. Our strategy is to position ourselves as a technically competent and cost-competitive PSD solution provider through a calibrated combination of capability building, localisation and backward integration. We intend to develop strong in-house capability for system integration and interface engineering, particularly in relation to synchronisation of PSD systems with rolling stock door operations, signalling systems and platform safety mechanisms. In parallel, we propose to continue establishing and strengthening partnerships with global technology providers for select critical components and subsystems, thereby ensuring access to advanced technology while progressively enhancing internal expertise. A key pillar of our strategy is the phased localisation of manufacturing. We intend to increase in-house fabrication and assembly of structural modules, door mechanisms, control panels and associated hardware in order to reduce import dependence, optimise costs and improve pricing competitiveness in public tenders. Over time, we aim to backward integrate the PSD manufacturing process and build the capability to design, engineer and manufacture PSD systems on a standalone basis, supported by dedicated production lines and internal testing infrastructure. In addition to new installations, we intend to expand our presence in retrofit projects and long-term maintenance services, including annual maintenance contracts, modernisation and system upgrades. This approach is expected to create recurring revenue streams over the lifecycle of installed PSD systems and strengthen long-term customer relationships with metro rail operators. We also propose to focus on standardised designs, improved project management practices and enhanced supply chain coordination in relation to the installation and execution of PSD systems. By leveraging our existing project execution experience in railway and metro equipment, established engineering capabilities and disciplined manufacturing processes, we aim to capture a meaningful share of upcoming metro and railway PSD opportunities while building a sustainable service and modernisation business over the long term. Our Business Operations Product portfolio We are an established manufacturer and supplier of railway and metro equipments, and allied components for the locomotive and coach applications segment in India, with a strong presence across both diesel-electric and electric platforms (Source: 1Lattice Report). Set forth below are our major products, as on the date of this Draft Red Herring Prospectus. Sr. Product Type Product Pictorial description No. Products for railways 1. Traction Motors and Alternators Traction motor HHP 4500 (including stator and rotor) 222Sr. Product Type Product Pictorial description No. 2. Traction alternator for HHP 4500 3. Traction motor Electric 6000 4. Stator Machined Stator Assembly for 6FRA6068 5. Complete Stator Assembly for 6FRA6068 6. Stator three phase induction motors for 4500 HP 7. Rotors Rotor for 6FRA6068 8. Rotor Shaft 223Sr. Product Type Product Pictorial description No. 9. Rotor for three phase induction motors for 4500 HP 10. Filters Various types of filters 11. Gangways Flexible Gangway for EMU, Vande Bharat, and Amrit Bharat Coaches 12. Wheel set guides Wheel set guide 13. Suspension components Motor suspension unit/ suspension tube 14. Brake discs Brake discs 224Sr. Product Type Product Pictorial description No. 15. Housing Diesel Locomotive- Housing 16. Piston Piston Products for metros 17. Platform screen doors Metro platform screen doors Products for wind energy 18. Wind Generators Wind generators We supply a wide range of traction motors, filters, alternators, brake discs, platform screen doors, stators and rotors for locomotives and metro trains, and wind generators. Set forth are the descriptions, specifications and applications of our key products, which we manufacture Products for railways: Traction Motor 225A traction motor is a specialized electric motor that converts electrical energy into mechanical power to propel railway and metro vehicles. Traction motors typically feature high-efficiency AC or DC designs in locomotives, including robust enclosures, IGBT inverters, air or liquid cooling, and bogie-mounted configurations via flexible couplings. Voltage and speed are precisely regulated for optimal torque, regenerative braking, and high power density across diverse terrains. These motors are applied in railways EMUs, MEMUs, high-speed trains like Vande Bharat, metro systems, freight locomotives, and distributed power systems, delivering reliability, energy efficiency, and long service life compliant with RDSO standards. Alternators Typically, in a three-phase AC generator, alternators are coupled to diesel engines in railways locomotives, converting mechanical power into electrical energy to drive traction motors and auxiliary systems. These alternators provide reliable on- board power generation for propulsion, enabling high tractive effort and consistent performance in varied operating conditions. Their utility lies in supporting self-sufficient diesel-electric operations, powering lighting, fans, compressors, and control circuits while optimizing fuel efficiency through field control and rectifier integration. They are primarily applied in freight and passenger locomotives like WAP-7 and WAG-9, DEMUs, and shunting engines across railways networks, ensuring uninterrupted service in remote areas without overhead electrification. Filters Locomotive filters comprise fuel filters, lube oil filters and air filters designed for use in locomotive engine systems. These filters are intended to remove contaminants, particulate matter, moisture and combustion by-products from fuel, lubricating oil and intake air streams utilised in locomotive engines. Fuel filters, including primary and secondary filters, are used within the fuel delivery system to remove debris and water prior to fuel injection, with primary filters capturing relatively larger contaminants and secondary filters providing finer filtration for fuel supplied to high-pressure injection systems. Lube oil filters are designed to remove soot, metallic particles and other impurities from engine lubricating oil using filtration media such as pleated paper or synthetic materials. Air filters are used in the engine intake system to remove dust and other airborne contaminants from ambient air before it enters the engine cylinders. Brake Discs Mounted on axles in railways and metro coaches, brake discs provide friction surfaces for pads to generate stopping force in disc brake systems. These discs offer superior heat dissipation through vented designs and cooling ribs, enabling high-speed braking up to 200 kmph with minimal fade and extended wear life compliant with RDSO standards for LHB coaches. Their utility includes reliable emergency and service braking, reducing stopping distances while handling thermal loads from repeated applications in passenger and freight services. They are applied in LHB air-conditioned coaches, metro trainset, high-speed Vande Bharat trains, and EP-braked wagons across railways networks, enhancing safety and maintenance efficiency in diverse operating conditions. Stators A stator is the stationary component in traction motors and alternators that generate or interact with magnetic fields for power conversion. It provides a fixed magnetic structure essential for inducing voltage in alternators or driving rotor motion in motors, ensuring stable electrical output under varying loads and speeds. Its utility includes minimizing energy losses through laminated cores, supporting high-efficiency operation, and enabling reliable propulsion in diesel-electric locomotives. The stator is applied in traction alternators of WAP-7/WAG-9 locos, AC series motors for EMUs/MEMUs, and metro train propulsion systems, contributing to smooth torque delivery and thermal management per RDSO guidelines. Machined Stator Assembly A precisely fabricated stationary core in traction motors and alternators, it integrates laminated steel sheets, copper windings, and machined housings for magnetic field generation. It ensures efficient power conversion by providing a rigid, vibration- resistant structure that supports high-speed rotation and thermal stability during prolonged operations. Its utility includes minimizing electrical losses, enabling precise torque control in VVVF drives, and facilitating easy assembly with rotors for maintenance efficiency per RDSO protocols. The assembly is applied in propulsion motors of WAG-9 locos, Vande Bharat EMUs, metro trains, and diesel alternators, enhancing overall system reliability and energy performance across freight, passenger, and urban rail networks. Rotors A rotor in traction motors and alternators features conductive bars or windings that interact with the stator’s magnetic field to produce torque or generate electricity. It delivers mechanical rotation for propulsion in motors or converts engine speed into electrical output in alternators, ensuring efficient power transfer under high loads and speeds. Its utility includes high torque density, reduced un-sprung weight for better ride quality, and durability against centrifugal forces in continuous operations. 226Rotors are applied in three-phase AC induction motors of Vande Bharat trains, WAG-9 locos, EMUs/MEMUs, and metro propulsion systems, supporting speeds up to 160 kmph per RDSO standards. Rotor Shaft A rotor shaft is the central rotating steel component in traction motors and alternators for railways and metro systems, supporting the rotor core and transmitting torque to gearboxes or pinions. It provides structural integrity under high centrifugal forces and thermal expansion, enabling reliable power delivery from engine or electrical input to wheel propulsion. Its utility includes precise alignment for minimal vibration, extended bearing life, and efficient force transmission in high-tractive effort operations per RDSO specifications. Wheel Set Guides Structural and guiding components in bogies that control the movement and alignment of the wheelsets relative to the bogie frame and track in railway and metro systems. They ensure the axle and wheels stay correctly positioned under dynamic loads, helping the wheel flanges maintain proper contact with the rails for safe curve negotiation and reduced derailment risk. Their utility lies in improving ride stability, minimizing wear on wheels and rails, and supporting smooth transmission of traction and braking forces from motors and gearboxes to the track. Wheel Set guides are applied in powered and trailer bogies of LHB coaches, Vande Bharat trainsets, freight wagons, and metro rolling stock, where they contribute to consistent tracking performance and lower maintenance over the vehicle life cycle. Flexible Gangways A flexible gangway is a bellows-type accordion connection between adjacent coaches in railways and metro trains, allowing safe passenger passage while accommodating track curves and vertical movements. It maintains a weatherproof, secure walkway without gaps. Its utility lies in enhancing passenger comfort, preventing falls between cars, and reducing noise/dust ingress during high-speed travel up to 160 kmph. Flexible gangways are applied in LHB AC coaches, Vande Bharat trainsets, Rajdhani expresses, and metro rakes, improving seamless connectivity and safety. Motor Suspension Unit It is a structural assembly in railways locomotives that mounts traction motors to the bogie frame while connecting to the axle via gearbox. It supports partial motor weight through nose suspension, allowing flexible movement under dynamic loads for stable propulsion. Its utility includes reducing un-sprung mass for better ride quality, transmitting torque efficiently to wheels, and accommodating track irregularities in freight operations up to 140 kmph. Housing The traction bar (also referred to as a traction link) in electric locomotives is used to transmit tractive and braking forces between the bogie and the locomotive body. The traction bar housing is a structural component that supports, protects, and guides the traction bar during operation. The housing provides mounting support for the traction bar and maintains alignment between the bogie frame and the locomotive underframe. It absorbs and distributes tractive and braking forces, reduces vibration and mechanical stress, and protects the traction bar from dust, debris, and damage. The housing is a cast structure with a strong and rigid design to withstand heavy loads and is mounted between the bogie frame and the locomotive underframe. Piston Pistons for High Horse Power (HHP) locomotives are primarily used in EMD diesel locomotives, including WDG4, WDP4, WDP4B, WDP4D and WDG4D, and are designed to withstand high temperature and pressure conditions. These pistons operate within the engine cylinder and convert energy generated from fuel combustion into mechanical motion, which is transmitted to the crankshaft through the connecting rod to drive the locomotive. They are critical, high-stress components designed for two- stroke, turbocharged, 16-cylinder diesel engines and are engineered to perform reliably under demanding operating conditions. Products for metros: Platform Screening Doors Platform screening doors are automated full-height barriers installed at metro stations, separating the platform from live tracks to prevent falls and intrusions. They feature sliding or pivoting panels synchronized with train doors via PLC controls, using sensors for precise alignment and emergency overrides. Their utility includes enhancing passenger safety by eliminating platform-track gaps, reducing air velocity effects, and enabling climate-controlled waiting areas while complying with NBC fire norms. Platform screening doors are applied in modern Indian metro systems like Delhi Metro, Mumbai Metro, and Kochi Metro, supporting high-frequency operations and energy-efficient ventilation. Products for wind energy: 227Wind Generators A wind generator is the core electrical machine in wind energy production systems that converts rotational mechanical energy from blades into alternating current electricity. These generators typically feature permanent magnet synchronous or doubly- fed induction designs with ratings from 2MW for onshore units to more than 15MW for offshore, including direct-drive or geared configurations, robust nacelle-mounted housings, and advanced cooling systems for continuous operation in harsh weather. Voltage and frequency are regulated via power converters for grid synchronization, enabling variable speed operation and maximum energy capture across wind speeds up to 25 m/s. They are applied in onshore wind farms, offshore floating platforms, hybrid renewable plants, and repowering projects, delivering reliable, low-maintenance power generation with high efficiency and grid compliance standards. Gear Box The gear box is a critical drivetrain component, used to step up low rotational speed to higher speeds required for electricity generation. Our Company is developing gear boxes in line with the ALMM (Wind) framework, with a focus on domestic manufacturing, customer-specific technical specifications, and applicable quality and performance standards 228Installed capacity and capacity utilization The table below sets forth the capacity utilization across our three manufacturing facilities as of September 30, 2025, March 31, 2025, 2024 and 2023, respectively: Location of the Product Unit of Six months period ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 Manufacturing Measure 2025 Facilities Installed Available Actual Capacity Installed Available Actual Capacity Installed Available Actual Capacity Installed Available Actual Capacity capacity installed Production Utilization capacity installed Production Utilization capacity installed Production Utilization capacity installed Production Utilization capacity capacity capacity capacity Bawal Unit-1 Brake disc Nos 14,285 7,143 2,097 29.36% 14,285 14,285 11,184 78.29% 14,285 14,285 7,570 52.99% 14,285 14,285 4,188 29.32% Piston Nos 3,000 1,500 32 2.13% 3,000 3,000 256 8.53% 3,000 3,000 20 0.67% 3,000 3,000 10 0.33% Sliding Door Nos 1,500 750 - 0.00% 1,500 1,500 178 11.87% 1,500 1,500 226 15.07% 1,500 1,500 2 0.13% Manesar Bag Filter Nos 60,000 30,000 11,385 37.95% 60,000 60,000 22,943 38.24% 60,000 60,000 26,751 44.59% 60,000 60,000 21,070 35.12% Paper Filter Kg 2,50,000 1,25,000 78,403 62.72% 2,50,000 2,50,000 1,39,526 55.81% 2,50,000 2,50,000 1,55,998 62.40% 2,50,000 2,50,000 1,95,238 78.10% Bawal Unit-II Traction Motor Nos 2,200 1,100 511 98.45% 2,200 2,200 1,094 77.77% 2,200 2,200 506 47.68% 2,200 2,200 43 8.27% Stator Nos 238 315 24 33 Rotor Nos 334 302 519 106 Traction Alternators Nos 50 25 4 16.00% 50 50 - 0.00% 50 50 12 24.00% 50 50 - 0.00% Wind Generator Set 700 350 12 3.43% 700 700 35 5.00% 700 700 34 4.86% 700 700 3 0.43% As certified by independent chartered engineer pursuant to their certificate dated March 29, 2026. Note: In addition to the above-mentioned products, our Company manufactures multiple other products such as gangway, housing, wheel set guide and motor suspension. The production volume and annual sales of these products is significantly less, when compared to the products mentioned above as these products are under development. Hence, such products have been excluded from the capacity utilization. Notes: (1) The information relating to the installed capacity as of the dates included above is based on various assumptions and estimates that have been taken into account for calculation of the installed capacity. Installed capacity represents the annual installed capacity as of the last date of the relevant Fiscal and for the six months period ended September 30, 2025 and the available capacity has been calculated based on the available capacity for the relevant Fiscal/period or the installed capacity that is practically available for production during the period/year after considering normal operational downtime. The installed capacity and the available capacity are based on various assumptions and estimates, including standard capacity calculation practice in the industry in which we operate. These assumptions and estimates include the standard capacity calculation practice of industry, the equipment production capacities and other ancillary equipment installed at the facilities. The assumptions are also based on the past experience of the management of Company to manufacture the said products. The assumptions and estimates taken into account include the following: (i) ) Number of working days in a fiscal year – 300 days; and for the Six months period ended the number of working days will be 150 days (iii) Number of shifts in a day – three shifts ; and (iv) Number of working hours per day – 8 hours per shift. (2) Actual production represents quantum of production in the relevant fiscal/period. (3) Capacity utilization has been calculated based on actual production during the relevant fiscal/period divided by the aggregate available capacity at the end of the relevant fiscal year/period. 229Manufacturing facilities As of December 31, 2025 our operations extended across 16 states and union territories, supported by 25 manufacturing, sales and marketing professionals with regional expertise, dedicated compliance teams and warehousing infrastructure. Furthermore, through structured engagement and continuous interaction with our customers, we seek to understand their evolving requirements and accordingly develop and refine our products in alignment with their technical specifications and operational needs. At present, we operate three manufacturing facilities in India, and an additional manufacturing facility is under development and is expected to commence operations by September 2026. Each of our facilities is equipped with advanced machinery, testing infrastructure and process automation systems to support our manufacturing requirements. Bawal Facility I Bawal Facility-I is set up at Bay One, Plot 177-178, Sector 4, HSIIDC, Growth Centre, Bawal - 123501, Rewari Haryana and spans across a land area of approximately 1,774.45square metres. We use this facility for the manufacture of brake disc, gangways, housing, and wheel set guide. For details, see ‘- Installed capacity and capacity utilization’ on page 229. 230Bawal Facility II Bawal Facility-II is owned and operated by our Subsidiary, Pioneer Rail Equipments Private Limited. The facility was set up at Plot 177-178, Sector 4, HSIIDC, Growth Centre, Bawal - 123501, Rewari, Haryana and spans across a land area of approximately 24,996.52 square meters. We use this facility for the manufacturing of rotors, stator assembly, traction alternator, traction Motor, induction motors, and stators. For details, see ‘- Installed capacity and capacity utilization’ on page 229. 231Manesar Facility Manesar Facility is set up at Plot No. 41-42, Sector - 5, IMT Manesar, Gurugram, Haryana – 122050 and spans across a land area of approximately 2025 square meters, as of December 31, 2025. We use this facility for the manufacturing of turbocharger lube oil filter, fuel filter, filter paper media, filter element, inertial filter assembly, glass fibre bag filter, engine inertial primary filter, car body filter, and lube oil and fuel oil filter element. For details, see ‘- Installed capacity and capacity utilization’ on page 229. Salarpur unit: Salarpur unit is presently under construction at Plot No. SP3-141, (Corner), Industrial Area Salarpur, Rajasthan, and spans across a land area of approximately 4,478 square meters, and will be operational by September 2026. We intend to use this facility to manufacture LHB coach bogies and Vande Bharat bogies. Product life cycle The development and commercialisation of new railway products typically involves 4 stages. The typical lifecycle followed by our Company includes the following stages: • Assessing current and • Securing registration of the •Upon successful completion of • Upon fulfilment of the projected requirements of product with the governmental field trials, supplying the prescribed quantity and railways over the next 3–5 authority in accordance with minimum stipulated quantity to timeframe under the years. applicable approval and vendor secure product approval. Development Vendor category, empanelment norms. applying for Approved Vendor • Evaluating in-house • Targeting allocation of the status with the railways manufacturing versus foreign • Establishing local maximum permissible tender authority. strategic tie-ups. manufacturing infrastructure quantity under the Development with maximum feasible Vendor category (up to 20% of • Post grant of Approved • Conducting comprehensive indigenous content. the tender quantity). Vendor status, bidding for and due diligence of foreign partners securing the maximum for technology transfer and • Obtaining the requisite • Executing supply of the permissible tender quantity (up Make in India manufacturing, capacity cum capability Development Vendor quantity to 100%). where applicable. assessment from the applicable within prescribed timelines to authority. • Ensuring continuous compliance with stipulated 232• Executing an MoU with the • Manufacturing the prototype qualify for Approved Vendor quality standards and product selected product partner. and submitting the same for status. specifications. field trials and validation. • Constituting a dedicated team • Progressively enhancing and allocating resources for localisation, particularly where product development and imported components are deployment. involved, to optimise cost efficiency and strengthen domestic value addition. Note: The duration of each stage may vary depending on the nature of the product and the approval procedures prescribed by the relevant authority Our customers Our customer base is a key strategic asset, comprising an extensive network that provides us with deep market penetration, valuable on-ground intelligence, and stable, recurring demand. Our customer engagement process is structured to assess alignment between customer requirements and our technical and operational capabilities. We identify potential customers through participation in tenders, market intelligence initiatives, direct inquiries and industry events, with a primary focus on public and private sector participants in the railways, metro rail and wind energy segments. As part of this process, we present our manufacturing capabilities, production capacity, quality systems and execution track record, while assessing the customer’s technical requirements, commercial expectations, project timelines, credit profile and long-term engagement potential. We also undertake a feasibility assessment to evaluate compatibility with our engineering capabilities, manufacturing capacity, regulatory requirements and delivery schedules, following which we determine whether to proceed with formal onboarding, tender participation and structured commercial engagement. Procurement by public sector customers, including railways and public sector undertakings, is typically conducted through competitive tendering mechanisms. We participate in such tenders by submitting bids, along with requisite pre-qualification documentation and bid securities. Customers evaluate eligibility based on technical capability, vendor approval processes and, in certain cases, on-site inspections of manufacturing facilities. Upon successful qualification, commercial bids are evaluated based on pricing and other commercial parameters, following which the contract may be awarded and formalised through issuance of a letter of intent and subsequent purchase order. Upon order confirmation, we provide the applicable performance or security deposits, and thereafter commence execution of the order in accordance with contractual terms. Procurement by private sector and industry customers is typically initiated through direct inquiries and requests for quotations. We submit techno-commercial proposals demonstrating our technical capabilities, manufacturing capacity and execution track record, along with pricing quotations. Customers may conduct technical discussions and facility evaluations prior to vendor approval and commercial negotiations. Upon finalisation of technical and commercial terms, the engagement is formalised through issuance of a purchase order. Following receipt of the order and fulfilment of contractual requirements, including provision of applicable bank guarantees where required, we proceed with engineering approvals, procurement of materials, manufacturing, testing and dispatch in accordance with customer specifications and agreed timelines. Through this structured onboarding framework, we seek to establish long-term commercial engagements with our customers while addressing their operational requirements in accordance with agreed technical and contractual specifications. The table below sets forth our revenue from our top three five and 10 customers, for the six-month period ended September 30, 2025 and the last three Fiscals: Particulars* Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total million) revenue from million) revenue million) revenue million) revenue operations from from from operations operations operations Top 3 customers 1,503.96 96.37% 3,192.62 97.81% 2,283.72 98.02% 783.84 91.07% Top 5 customers 1,528.75 97.96% 3,212.89 98.43% 2,301.45 98.78% 809.42 94.04% Top 10 customers** 1,549.27 99.27% 3,241.49 99.30% 2,316.51 99.43% 841.62 97.79% * Customers may vary across Fiscals / period and does not refer to the same customers across all Fiscals / periods and depend on the specific requirement of our customers in the relevant Fiscal / period. ** Our top 10 customers include, amongst others Fangda Innotech Co Ltd, Ashra Consultants Private Limited, and Solarworld Energy Solutions Limited. Names of other customers who form part of our top 10 customers during the Fiscals included above, have not been included in this Draft Red Herring Prospectus due to non-receipt of consent from such customers to be named in the Offer Documents. For more details regarding our customer concentration, please see “Risk Factors - A substantial portion of our revenues is dependent on our top 10 customers. As of the six-month period ended September 30, 2025, Fiscals 2025, 2024 and 2023, we derived 99.27%, 99.30%, 99.43% and 97.79%, respectively, of our revenue from our top 10 customers. The loss of any of these 233customers will materially and adversely affect our revenues and profitability” on page 19. Raw Materials The principal raw materials and purchased components utilised by our Company comprise various grades of metals, alloys and other industrial inputs, together with bought-out components, sub-assemblies and consumables, which are integrated into products manufactured for locomotive and railway applications. Certain components and assemblies are procured and/or developed in accordance with customers’ technical specifications and prescribed design parameters. Procurement of raw materials and components constitutes a significant element of our Company’s operating expenditure and is closely correlated with production volumes, product configuration, order specifications and overall capacity utilisation. The cost structure is, accordingly, sensitive to fluctuations in input prices, changes in customer requirements and variations in order mix. Raw materials are sourced from a diversified base of approved domestic suppliers and, where commercially or technically warranted, from overseas vendors, having regard to factors such as availability, quality standards, lead times, logistics considerations and pricing. Our Company has instituted structured vendor identification, qualification and evaluation procedures. Suppliers are assessed on the basis of predefined criteria, including quality consistency, adherence to delivery schedules, manufacturing capability, technical competence and commercial terms. Our quality assurance processes include incoming material inspections, batch testing (where applicable). We assess our vendors based on multiple criteria, such as timely delivery, reliable quality, production capacities, and advantageous commercial terms. The procurement of such raw materials and components represents a material portion of our revenue expenditure and is integral to its manufacturing operations. We source the raw materials from both domestic and international markets. The table below sets forth the purchase details from domestic and foreign suppliers for the six-month period ended September 30, 2025 and for Fiscals 2025, 2024 and 2023: Particulars Six-month period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (in % of Amount % of Amount % of Amount % of ₹million) purchase of (in purchase of (in purchase of (in purchase of raw ₹million) raw ₹million) raw ₹million) raw materials materials materials materials and stock- and stock- and stock- and stock- in-trade in-trade in-trade in-trade Domestic suppliers 937.21 78.31% 1,979.32 91.15% 1,266.07 76.67% 403.40 60.78% Foreign suppliers* 259.60 21.69% 192.11 8.85% 385.30 23.33% 260.26 39.22% Total 1,196.81 100.00% 2,171.43 100.00% 1,651.37 100.00% 663.66 100.00% *Foreign suppliers includes supplier from China, Japan, and Singapore Our raw materials are independently procured by our Company, and for essential raw materials. Raw materials are primarily acquired by way of purchase orders, with fluctuations in material costs passed on to customers. These materials are transported primarily by road and sea. Procurement strategies are determined based on confirmed sales orders, projected production demands, and anticipated variations in pricing and delivery schedules. Long-term associations with principal suppliers facilitate timely component supply. A broad portfolio of suppliers is maintained to prevent supply chain disruptions and manufacturing delays arising from component shortages. Reliance on particular suppliers is determined on a case-by-case basis, aligned with project specifications and process requirements. Our finished goods are stored at our production facilities. Inventory levels are managed through monthly projections, informed by current sales trajectories, contributions from sales and marketing functions, and regular consultations with on-site operational teams. Set forth below is a table depicting the cost incurred in the procurement of raw materials as a percentage of purchase of raw materials and stock-in-trade from our top three, five and 10 suppliers for the periods indicated: Particular* Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (₹ % of purchase Amount (₹ % of Amount (₹ % of Amount (₹ % of million) of raw million) purchase million) purchase million) purchase materials and of raw of raw of raw stock-in-trade materials materials materials and stock- and stock- and stock- in-trade in-trade in-trade Top 3 suppliers 414.47 34.63% 752.61 34.66% 404.60 24.68% 387.34 58.36% 234Particular* Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (₹ % of purchase Amount (₹ % of Amount (₹ % of Amount (₹ % of million) of raw million) purchase million) purchase million) purchase materials and of raw of raw of raw stock-in-trade materials materials materials and stock- and stock- and stock- in-trade in-trade in-trade Top 5 suppliers 547.85 45.78% 925.33 42.61% 592.72 35.89% 441.95 66.59% Top 10 suppliers** 760.23 63.52% 1,276.68 58.79% 903.37 54.70% 525.46 79.18% * Suppliers may vary across Fiscals / period and does not refer to the same supplier across all Fiscals / periods and depend on our specific requirements of raw materials which depends on the requirement of our customers in the relevant Fiscal / period. ** Our top 10 Suppliers include, amongst others Copprod Industries Private Limited, Pitti Engineering Limited, P.K. Forge Private Limited, Shanker Forge Private Limited, Hindon Filters Private Limited, and Ahlstrom Korea Company Limited. Names of other suppliers who form part of our top 10 suppliers during the Fiscals included above, have not been included in this Draft Red Herring Prospectus due to non-receipt of consent from such suppliers to be named in the Offer Documents. For more information regarding supplier concentration please see “Risk Factors - As of the six-month period ended September 30, 2025, and Fiscals 2025, 2024 and 2023, our top 10 suppliers contributed to 63.52%, 58.79%, 54.70% and 79.18% of the total purchases of raw materials and stock in trade, respectively. Any shortfall in the supply or availability of our primary raw materials, volatility in the cost of such raw materials or other input costs, or our dependence on a limited number of key suppliers may adversely affect the pricing, supply and profitability of our products and may have an adverse effect on our business, results of operations, cash flows and financial condition” Innovation and Validation We undertake product design and development activities to address customer-specific technical requirements in the relevant industry segment. Our internal design team handles the conceptualization and development of advanced designs, which undergo rigorous validation through extensive type testing protocols. Quality Assurance and Quality Control Our identity as a established manufacturer in the locomotive applications sector in India is rooted in an unwavering commitment to quality, a principle that serves as a key business differentiator and the foundation of the long-term, expanding relationships we share with our customers. The trust they place in us, reflected in growing order volumes and a widening range of manufactured products, stands as a testament to our quality-first approach. To translate this commitment into tangible results, we have implemented a structured quality assurance framework that spans our entire operational lifecycle. Our facilities comply with the international quality management standard of ISO 9001:2015 for our manufacturing processes. Before dispatch, every product undergoes a series of comprehensive quality checks to guarantee it meets all specifications. This disciplined methodology ensures product consistency and safety, leading to minimal defect rates and a high degree of predictability for our customers. Further, goods are inspected by official representative of railway for final approval before dispatch. This quality-centric mindset is constantly reinforced internally through regular training programs and workshops, equipping our entire workforce with a shared dedication to excellence. Inventory Management and Logistics We maintain a standard operating procedures for inventory and logistics management to support efficient manufacturing and supply chain operations. Inventory levels of raw materials, work-in-progress and finished goods are planned and monitored in alignment with production schedules, confirmed orders and anticipated demand, with the objective of ensuring uninterrupted operations while optimising working capital. We have implemented system-driven controls for inventory tracking and reconciliation, and we conduct periodic physical verification to validate book records. These processes are designed to mitigate risks relating to loss, pilferage, obsolescence and production disruptions. For logistics, we engage third-party service providers for the handling, storage and transportation of raw materials and finished goods. Such logistics partners are selected based on defined evaluation criteria, including reliability, service capability, geographic reach and commercial terms. Our logistics framework is structured to facilitate safe handling and timely delivery of materials and products. We periodically review our inventory and logistics practices to enhance operational efficiency and ensure alignment with the scale and requirements of our business. Sales, marketing and brand building Our Sales and Marketing department is responsible for developing and executing tailored business development strategies across all markets, with the primary goal of establishing and sustaining long-term, profitable relationships with OEMs. This 235involves close coordination between our internal design and engineering teams and the customer’s technical departments to thoroughly understand their specific requirements, including design, raw materials, functionality enhancements, and aesthetic specifications. This collaborative approach deepens customer engagement from the outset, strengthening overall relationships. Dedicated Key Account Managers oversee specific customer accounts, managing existing business, identifying new opportunities, and addressing all account-related matters such as part supply, raw material changes, and engineering notifications Health, safety and environment We are firmly committed to full compliance with all applicable laws and regulations governing human health, occupational safety, and environmental protection. We maintain workplace safety standards and ensure that all equipment, processes, and working conditions support a safe and healthy environment for our workforce. Our facilities and personnel are thoroughly familiar with statutory requirements related to the handling, storage, and disposal of hazardous materials, and we continuously pursue initiatives to enhance the environmental sustainability of our operations. We conduct regular emissions monitoring to ensure adherence to prescribed environmental norms, and all waste materials are disposed of exclusively through pollution control board-authorized agencies. In addition to meeting regulatory obligations, we have established robust internal safety policies and operating procedures. Comprehensive emergency preparedness measures, including clearly displayed evacuation plans, periodic safety training, mock drills, and awareness programs, are implemented across all locations. Human Resources Our human capital is central to maintaining strong client relationships and executing our manufacturing and supply chain strategy. Set out below is the department-wise permanent employee strength as of December 31, 2025: Department Number of Employees Production and Operations 60 Quality 18 Design and Engineering 7 Finance and Accounts 14 Administration / Security and Maintenance 17 Sales and Marketing 25 Total Employees 141 In addition to the above, as of December 31, 2025, our workforce also consisted of 396 contractual employees. Our Company places paramount importance on the sustained professional advancement and skill enhancement of its employees, recognizing that their growth is fundamental to organizational success. Policies have been meticulously crafted to attract, develop, and seamlessly onboard exceptional talent, while fostering continuous skill augmentation. Specialized training programs are offered to apprentices, operators, supervisors, and engineers, aimed at refining competencies and facilitating career progression. Cross- departmental rotations are implemented to cultivate inter-functional collaboration and build versatile expertise among the workforce. Through strategic investment in its human capital, our Company cultivates a proficient and agile workforce equipped to spearhead innovation and underpin sustained enterprise prosperity. Environmental, Social and Governance Our Company integrates Environmental, Social and Governance (“ESG”) principles into its business strategy and operational framework, with an emphasis on regulatory compliance, sustainable manufacturing practices, workplace safety and responsible corporate conduct. We are committed to conducting our operations in an environmentally responsible manner and comply with applicable environmental laws, pollution control regulations and standards prescribed by statutory authorities. We have implemented processes for the treatment, handling and disposal of effluents and waste through authorised agencies and adopt measures for efficient resource utilisation, emission control and safe operations across our manufacturing facilities. We place significant importance on the health, safety and well-being of our employees and contract workforce. We comply with applicable labour, employment and occupational health and safety regulations and have instituted policies and procedures aimed at providing a safe and healthy work environment. Our operational practices include implementation of safety protocols, periodic training, use of protective equipment and continuous monitoring to minimise workplace risks and ensure operational safety. Corporate Social Responsibility We are actively engaged in corporate social responsibility (“CSR”) initiatives aimed at contributing to social welfare and sustainable development. We have formulated a corporate social responsibility policy (“CSR Policy”) in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder, which sets out the guiding principles, governance 236framework and strategic approach for our CSR activities. Our CSR Policy seeks to align our social initiatives with national priorities and to create measurable and sustainable social impact. Our CSR Policy provides the framework for undertaking and supporting projects and programmes in areas permitted under Schedule VII of the Companies Act, 2013. In accordance with this framework, we undertake CSR initiatives in identified focus areas such as education, healthcare, community development and environmental sustainability, based on an assessment of social needs and priorities and subject to the approval of our Board of Directors. Our CSR programmes are structured to promote inclusive growth and long-term community development. The implementation, execution and monitoring of our CSR activities are overseen by the CSR Committee and our Board of Directors. We ensure that our CSR initiatives are carried out in compliance with applicable statutory and regulatory requirements. Any unspent CSR amount, if any, is dealt with strictly in accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder. The below table details our CSR expenses for the periods indicated: Particulars Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (in % of total Amount (in % of total Amount (in % of total Amount (in % of total ₹million) expenses ₹million) expenses ₹million) expenses ₹million) expenses CSR Expenses 3.40 0.27% 3.50 0.13% 0.80 0.04% 0.80 0.10% Insurance We maintain insurance policies for our business, which are customary for our industry. Our operations are subject to risks inherent in the engineering, procurement and manufacturing industry, such as equipment failure, work accidents, fire, earthquake, flood and other force majeure events and explosions, including hazards that may cause injury and loss of life, severe damage to and the destruction of property and equipment and environmental damage. However, we may be subject to losses resulting from defects or damages arising from the engineering or procurement services we provide and the products we manufacture. We are typically required by our customers to obtain specialised insurance, including third-party liability insurance policies to cover risks during the execution of our projects. We generally maintain insurance covering our assets and operations at levels that we believe to be appropriate and consistent with industry standards in India. For further details, please see “Risk Factors- Our insurance coverage may not be adequate to protect us against all potential losses or to satisfy potential claims, which may have an adverse effect on our business, results of operations, financial condition, cash flows and future prospects” on page 46. Our Competition In the railway and metro rail component manufacturing industry, our Company encounters competition from well-established entities operating in both domestic and international arenas. Leading manufacturers such as Titagarh Rail Systems Limited, Bharat Forge Limited, ABB India Limited, BEML Limited, Siemens Limited, and CG Power and Industrial Solutions Limited, and Hind Rectifiers Limited boast robust production capacities and expedited lead times, rendering them significant challengers. Although our Company leverages cost-competitive labour, securing a distinct advantage over these dominant players necessitates ongoing investments in innovation and operational optimization (Source: 1Lattice Report). Beyond international rivals, substantial competition arises from indigenous Indian suppliers. The proliferation of these local producers heightens market intensity, as they frequently target analogous customer bases and pricing strategies. Nevertheless, formidable entry barriers within the sector impede new entrants from achieving viable scale and securing a sustainable position. Moreover, in the renewable energy domain, particularly, the wind generator industry, witnesses fierce rivalry among entrenched Indian and international firms. Our Company is proactively bolstering its footprint in these expanding segments, capitalizing on its technical proficiency and established quality credentials. As we address these competitive pressures, our Company remains steadfast in pursuing strategic allocations toward technological advancements and product innovation, thereby distinguishing our portfolio and fortifying market positioning against both domestic and global adversaries. For additional insights, refer to “Industry Overview” on page 131. Intellectual property As of the date of this Draft Red Herring Prospectus, we have made applications for registration of 5 trademarks in India under the Trade Marks Act, 1999 in Classes 7 and 12. These applications include, inter alia, applications for registration of our logo and our word mark “Pioneer” as well as our device mark comprising the “Pioneer” logo, each of which is used in connection with our business and operations. 237The registration of the aforesaid trademarks is currently pending with the relevant authorities. There can be no assurance that such applications will be accepted or that registration will be granted within anticipated timelines or at all. Any delay, refusal or adverse determination in respect of these applications may affect our ability to secure statutory protection for our brand and related intellectual property. For further details on risks relating to our intellectual property and pending trademark applications, see “Risk Factors – We have made a trademark application for our logo on March 28, 2026, and our ability to procure the registration of the same or to protect any of our intellectual property rights including misappropriation, infringement, or passing off of our intellectual property, could have an adverse impact on our business.” on page 25 of this Draft Red Herring Prospectus. Accreditations The table below sets forth some of the key accreditations and recognitions received by our Company. Year Name of the Award/ Accreditation Awarded by 2017 ISO 9001:2015 Certificate for Manesar Unit Intertek Group 2024 ISO 9001:2015 Certificate for Bawal Unit Equalitas Systemcert Private Limited Information technology We store our finished goods at our production facilities and other designated storage locations. Inventory levels are planned and monitored based on periodic projections, taking into account prevailing sales trends, inputs from our sales and marketing functions, and consultations with our on-site operational teams. We manage our inventory through system-driven controls implemented at multiple levels, designed to address the operational and regulatory requirements applicable to different storage locations. Inventory maintained at our warehouses is administered through systems configured to address applicable documentation and compliance requirements, including customs-related processes, where relevant. Inventory maintained at excise-compliant locations is managed through systems aligned with applicable excise laws and reporting obligations. These systems operate in integration with our broader ERP framework to ensure consistency in reporting, reconciliation and maintenance of internal controls over inventory. Property Our Registered Office and Corporate Office, located at 502 Padma Palace, 86 Nehru Place, New Delhi India, 110019, is held by us on a lease agreement. Our operational infrastructure is secured under lease or licensing arrangements as well as through owned properties on a freehold basis. The following table sets forth the details of the properties leased/owned by us for our offices and warehouses, as on the date of this Draft Red Herring Prospectus: Owned properties Sr No Address Purpose Owned by Area 1. 501, 5th Floor, Skyline House, 85, Nehru Place, New Delhi - 110019 Office Pioneer Fil-Med 524 sq ft Limited 2. 502, 5th Floor, Skyline House, 85, Nehru Place, New Delhi - 110019 Office Pioneer Fil-Med 724 sq ft Limited 3. 503, 5th Floor, Skyline House, 85, Nehru Place, New Delhi - 110019 Office Pioneer Fil-Med 727 sq ft Limited 4. 504, 5th Floor, Skyline House, 85, Nehru Place, New Delhi - 110019 Office Pioneer Fil-Med 1,022 sq ft Limited 5. 505, 5th Floor, Skyline House, 85, Nehru Place, New Delhi - 110019 Office Pioneer Fil-Med 641 sq ft Limited 6. Plot No. 41, Sector - 5, IMT Manesar, Gurugram, Haryana - 122050 Manufacturing Pioneer Fil-Med 1,012.50 sq mtr facility Limited 7. Plot No. 42, Sector - 5, IMT Manesar, Gurugram, Haryana - 122050 Manufacturing Pioneer Fil-Med 1,012.50 sq mtr facility Limited 8. Plot No. SP3-141, (Corner), Industrial Area Salarpur, Tehsil: Tapukara, Manufacturing Pioneer Fil-Med 22,390 sq mtr Distt: Khaithal Tijara, Rajasthan facility Limited 9. Bay One, Plot 177-178, Sector 4, HSIIDC, Growth Centre, Bawal - Manufacturing Pioneer Rail 19,100 sq ft 123501, Rewari Haryana facility Equipments Private Limited 238Leased Properties Sr No Address Term of the Name of Lessor Purpose Lease rent Whether lease/ license per month Lessor is a (in ₹) related party 1. 405, Shourya Icon, Narol Vatva July 7, 2023 Abhishek Chemicals Site office 1,210.00 No Turning, Narol Ahmedabad 382405 to July 6, 2026 2. N ew Door No. 6, Old Door No. 14, October 5, Covalent Realty Site office 84,000.00 No Mc. Nocholas Road, 4th Lane, 2024 to Chetpet Private Chetpet Chennai - 600031 October 4, Limited and Shyam G 2026 Duseja 3. H eritage Sankara Apartment No August 11, Halima Snofer Seyed Guest house 81,500.00 No 66/62 Flat No. W-14, 1st floor, 2025 to July Mogdoom Spartank Road, Chetpet, Near 10, 2026 Sangaralayam, Chennai - 600031 4. 5 02, Padma Palace, 86, Nehru Place, March 2026 to Pioneer Fincap Private Registered and 7,500.00 Yes New Delhi - 110019 January 2027 Limited Corporate Office 5. 9 6, VSI, Functional Industrial estate, September 1, The Lunch Box Inc. Site office 70,000.00 No Perungudi, Chennai 600096 2025 to August 31, 2028 6. B ay One, Plot 177-178, Sector 4, May 1, 2024 Pioneer Rail Manufacturing 3,75,000.00 Yes HSIIDC, Growth Centre, Bawal - to April 30, Equipments Private facility 123501, Rewari Haryana 2029 Limited 7. A 45-50, Sector 16, Noida, March 1, 2026 Pioneer Facor IT Site office 5,000 Yes Gautumbuddha Nagar – 201301 to January 31, Infradevelopers 2027 Private Limited 239KEY REGULATIONS AND POLICIES IN INDIA Given below is an indicative summary of certain relevant Indian laws and regulations which are applicable to our Company. The information in this section has been obtained from publications available in the public domain. The description of the applicable regulations as given below has been provided in a manner to provide general information to the investors and may not be exhaustive and is neither designed nor intended to be a substitute for professional legal advice. The statements below are based on the current provisions of applicable law, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. For details, see “Risk Factors - Our operations are subject to environmental, health, safety and labour laws and regulations, and any non-compliance with or changes in such laws may adversely affect our business, financial condition, cash flows and results of operations.” on page 41. Under the provisions of various Central Government and State Government statutes and legislations, our Company is required to obtain and regularly renew certain licenses or registrations and to seek statutory permissions to conduct our business and operations. For details, see “Government and Other Approvals” on page 408. Key regulations applicable to our Company Legal Metrology Act, 2009 (the “LM Act”) and the Legal Metrology (Packaged Commodities) ules, 2011, Legal Metrology (Packaged Commodities) Amendment ules, 2017 and 2023 (the “LM ules”) The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number and for matters connected therewith or incidental thereto. The LM Act provides that for prescribed specifications all weights and measures should to be based on metric system only. The LM Act provides that no person shall manufacture, repair or sell, or offer, expose or possess for repair or sale, any weight or measure unless he holds a licence issued by the controller. The LM Act and the LM Rules regulate, inter alia, the labelling and packaging of commodities, verification of weights and measures used, and lists penalties for offences and compounding of offences under it. The Controller of Legal Metrology Department is the competent authority to grant the license under the LM Act. Any manufacturer dealing with instruments for weights and measuring of goods must procure a license from the state department under the LM Act. Any non-compliance or violation under the LM Act may result in, inter alia, a monetary penalty on the manufacturer or seizure of goods or imprisonment in certain cases. Further, LM Rules inter alia provide that certain commodities shall be packed for sale, distribution and delivery in standard quantities as laid down under the LM Rules. It also provides for declarations that must be made on packages, where those declarations should appear on the package and the manner in which the declarations are to be made. The LM Act provides for (i) appointment of Government approved test centres for verification of weights and measures, (ii) nomination of a person by the company who will be held responsible for breach of provisions under the LM Act, (iii) requirement of licenses for companies in order to manufacture and sell products, and (iv) stringent punishment for violation of provisions. The LM Rules regulate pre-packaged commodities in India and among others, mandate certain labelling requirements prior to sale of such commodities. Further, the LM Act lays down penalties for various offences, including but not limited to, use or sale of non-standard weight or measure, contravention of prescribed standards, counterfeiting of seals and tampering with license. Further, the LM Act lays down penalties for various offences, including but not limited to, use or sale of non-standard weight or measure, contravention of prescribed standards, counterfeiting of seals and tampering with license. Consumer Protection Act, 2019 (the “Consumer Protection Act”) The Consumer Protection Act was enacted to provide a simpler and quicker access to redress consumer grievances, including in course of both online and offline transactions. It seeks to promote and protects the interest of consumers against deficiencies and defects in goods or services and secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers and traders. It establishes consumer disputes redressal commissions at the district, state and national levels and a central consumer protection authority, with wide powers of enforcement, to regulate matters relating to violation of consumer rights, unfair trade practices and misleading advertisements. The consumer protection authority has the ability to inquire into violations of consumer rights, investigate and launch prosecution at the appropriate forum, pass orders to recall goods, impose penalties and issue safety notices to consumers against unsafe goods. It also introduces product liability, which can hold the product seller liable for compensation claims. Sale of Goods Act,1930 (“Sale of Goods Act”) The Sale of Goods Act governs contracts relating to sale of goods. The contracts for sale of goods are subject to the general principles of the law relating to contracts i.e. the Indian Contract Act, 1872. A contract for sale of goods has, however, certain peculiar features such as, transfer of ownership of the goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of contract, conditions and warranties implied under a contract for sale of goods, etc. which are the subject matter of the provision of the Sale of Goods Act. 240he Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) The Water Act aims to prevent and control water pollution by factories and manufacturing units and to maintain or restore the quality and wholesomeness of water in the country and ensure that domestic and industrial pollutants are not discharged into water bodies without adequate treatment. The Water Act provides for one Central Pollution Control Board, as well as state pollution control boards, to be formed to implement its provisions, including enforcement of standards for factories discharging pollutants into water bodies. Any person intending to establish any industry, operation or process or any treatment and disposal system likely to discharge sewage or other pollution into a water body, is required to obtain the consent of the relevant state pollution control board by making an application. The Water Act also provides that the consent of the relevant state pollution control board must be obtained prior to opening of any new outlet, which is likely to discharge sewage effluent. The Water Act prescribes specific amounts of fine and terms of imprisonment for various contraventions. The Water Act have been enacted to also provide for the establishment, with a view to carrying out the purposes aforesaid, of Boards for the prevention and control of water pollution, for conferring on and assigning to such Boards powers and functions relating thereto and for matters connected therewith. he Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) The Air Act aims to prevent, control and abate air pollution, and stipulates that no person shall, without prior consent of the relevant state pollution control board, establish or operate any industrial plant which emits air pollutants in an air pollution control area. They also cannot discharge or cause or permit to be discharged the emission of any air pollutant in excess of the standards laid down by the state boards. The Central Pollution Control Board and the state pollution control boards constituted under the Water Act perform similar functions under the Air Act as well. Pursuant to the provisions of the Air Act, any person establishing or operating any industrial plant within an air pollution control area, must obtain the consent of the relevant state pollution control board prior to establishing or operating such industrial plant. The Air Act have been enacted to also provide for the establishment, with a view to carrying out the purposes aforesaid, of Boards for the prevention and control of air pollution, for conferring on and assigning to such Boards powers and functions relating thereto and for matters connected therewith. The Air Act prescribes specific amounts of fine and terms of imprisonment for various contraventions. 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 law legislations A wide variety of labour laws are also applicable to our Company, including the Contract Labour (Regulation and Abolition) Act, 1970, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Employees’ State Insurance Act, 1948, the Industrial Disputes Act, 1947 and the Industrial Disputes (Central) Rules, 1957, the Maternity Benefit Act, 1961, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Payment of Gratuity Act, 1972, the Payment of Wages Act, 1936, the Equal Remuneration Act, 1976 and the Workmen’s Compensation Act, 1923, the Industrial Employment (Standing Orders) Act, 1946, the Apprentices Act, 1961 and the Child Labour (Prohibition Regulation) Act, 1986 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013. The Government of India has enacted the Code on Wages, 2019, which received the assent of the President of India on August 8, 2019, and partially notified on November 21, 2025. The code subsumes four separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. It establishes statutory right to minimum wages for all employees both organized and unorganized. Separately, the Government of India enacted the Occupational Safety, Health and Working Conditions Code, 2020, notified on November 21, 2025, which subsumes several separate legislations, including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. Further, the Government of India has enacted the Industrial Relations Code, 2020, notified on November 21, 2025, which subsumes three separate legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing 241Orders) Act, 1946. It governs conditions of employment in industrial establishments or undertaking, investigation and settlement of disputes. Further, the Government of India has enacted the Code on Social Security, 2020, partially notified on November 21, 2025, which subsumes several separate legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganised Workers’ Social Security Act, 2008. It extends social security to all workers - including unorganized, gig, and platform workers - covering life, health, maternity, and provident fund benefits, while introducing digital systems and facilitator-based compliance for greater efficiency. All of the above-mentioned codes have come into effect as on this date and are applicable to our Company. Intellectual property related legislations rade Marks Act, 1999 (the “ rademarks Act”) The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive rights to marks such as a brand, label and heading and obtaining relief in case of infringement. The Trademarks Act also prohibits any registration of deceptively similar trademarks or chemical compounds among others. It also provides for infringement, falsifying and falsely applying for trademarks. Once granted, a trademark registration is valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration is required to be restored. Design Act, 2000 (“Design Act”) Design Act consolidates and amends the law relating to the protection of designs which came into force on May 11, 2001. Design Act is a complete code in itself and is statutory in nature and protects new or original designs from getting copied which cause loss to the proprietor. The proprietor upon registration gets ‘copyrights in design’ for the period of 10 years from the date of registration which can be renewed for a second period of five years, before the expiration of original period of 10 years. The controller registers a design under this Act after verifying that the design of any person, claiming to be the proprietor, is the new or original design not previously published anywhere in any country and is not against any public policy or morality. Any obvious or fraudulent imitation of a design, which is already registered, without the consent of its proprietor, is unlawful. It also prohibits the import of any material which closely resembles a registered design. The Patents Act, 1970 The Patents Act, 1970 as amended from time to time, in India has been enacted to protect inventions. Patents provide the exclusive rights for the owner of a patent to make, use, exercise, distribute and sell a patented invention. The patent registration confers on the patentee the exclusive right to use, manufacture and sell his invention for the term of the patent. Foreign Investment Laws Foreign investment in India is governed by the provisions of the FEMA along with the rules, regulations and notifications made by the Reserve Bank of India, including the FEMA Rules, as amended thereunder, and the consolidated FDI Policy (“FDI Policy”) issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (“DPIIT”, earlier known as Department of Industrial Policy and Promotion). The FDI Policy consolidates all the press notes, press releases, and clarifications on FDI issued by DPIIT. Foreign investment is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the approval route. Currently 100% FDI is allowed under the automatic route for companies engaged in the manufacturing sector. Foreign rade (Development and egulation) Act, 1992 (the “F A”) and the rules framed thereunder The FTA seeks to provide for the development and regulation of foreign trade by facilitating imports into, and augmenting exports from, India. The FTA provides that no person shall make any import or export except under an importer-exporter code number (“IEC”) granted by the Director General of Foreign Trade, Ministry of Commerce (“DGFT”). The IEC granted to any person may be suspended or cancelled, inter alia, in case the person contravenes any of the provisions of FTA or any rules or orders made thereunder or the DGFT or any other officer authorized by him has reason to believe that any person has made an export or import in a manner prejudicial to the trade relations of India. Any person who makes any export or imports in contravention of any provision of this Act or any rules or orders made thereunder, or the foreign trade policy would become liable to a penalty under the FTA. Taxation related legislations The tax related laws that are pertinent include the Income-tax Act, 1961, the Central Goods and Services Tax Act, 2017 and Customs Act, 1962 and other relevant state legislations for goods and services tax. 242Other Indian laws In addition to the above laws and regulations, which are applicable to our Company, we are also governed by the provisions of the Information Technology Act, 2000, Data Protection Laws, Prevention of Corruption Act, 1988, Companies Act and rules framed thereunder, Competition Act, 2002 and other applicable laws and regulation imposed by the central and state government and other authorities for our day-to-day business, operations, and administration. 243HISTORY AND CERTAIN CORPORATE MATTERS Brief history of our Company Our Company was originally incorporated as “Pioneer Fil-Med Private Limited” under the provisions of the Companies Act, 1956, pursuant to a certificate of incorporation dated December 15, 1997, issued by the Registrar of Companies, Delhi and Haryana. Subsequently, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed by our Shareholders at the extraordinary general meeting held on January 20, 2025, following which the name of our Company was changed to “Pioneer Fil-Med Limited” and a fresh certificate of incorporation pursuant to change of name under the Companies Act, 2013 was issued by Registrar of Companies, Central Processing Centre, on February 14, 2025. Changes in our Registered Office As on the date of this Draft Red Herring Prospectus, the Registered Office of our Company is situated at 502 Padma Palace, 86 Nehru Place, NA, New Delhi- 110019, India. Except as disclosed below, there has been no change in the registered office of our Company since its incorporation. Date of Change Details of change in the registered office Reasons for change April 1, 2005 The registered office of our Company was changed from 308 Administrative Convenience Skipper Corner, 88 Nehru Place, New Delhi- 110019, Delhi, India to 502 Padma Palace, 86 Nehru Place, NA, New Delhi- 110019, Delhi, India Main Objects of our Company The main objects contained in the Memorandum of Association of our Company are as mentioned below: Clause Particulars IIIA 1. To carry on the business of manufacturers, importers, exporters, distributors and dealers in all kind and classes of papers, Board, pulp and writing paper, craft paper, printing paper, newspaper, absorbent paper, newsprinting, wrapping paper, tissue paper, cover paper, blotting paper, filter paper, antique paper, ivory finish paper, coated paper, art paper, baryta paper, bank or bond paper, badmi or brown or buff paper, bible paper, cartridge paper, cloth-lined paper, azure laid and wove paper, cream laid wove paper, grease-proof paper, gummed paper, handmade paper, parchment drawing paper, imitation craft paper, manila paper, envelope paper tracing paper, vellum paper, water-proof paper, arbi paper, marble paper, computer paper, automobile parts, filter and filter media paper, butter paper, paste board, fiber board, card board, vulcanized board, straw board, pulp board, leather board, imitation leather board, mill board, grey, jacquard board, glazed board, corrugated board, box board, post cards and book binding cloths, soda pulp, mechanical pulp and sulfite pulp. 2. To deal in all kinds of raw materials and consumable stores which are used in paper industry. 3. To carry on the business of manufacture and dealing in all kind of paper, paper products and boards. 4. To carry on, in India or elsewhere, the business of manufacturing and/or trading including installation & commissioning services, various kinds & types of Filters, Filter Media Products, Railway Engine Parts & Products, Parts of Railway Coaches, Railway Products, Metro Rail, Execution of Turnkey Contracts and other Contracts for Metro Rails, Indian Railway, other Corporate or firms, Domestic & overseas etc. 5. To carry on the business of Strategic Investment in various Companies with a long term perspective to buy, hold, invest by way of direct subscription, purchase or otherwise equity share, Preference shares, debenture, bonds, enter into Share Purchase Agreement etc. 6. To carry on the business of Manufacturing, supply, marketing, installation & service of equipment for Railway, Metro, Airport and Industrial application including items Brake disc, Steel Cap Piston, Machined Piston, Flexible Gangway, Automatic sliding door, Pad for secondary suspension, Brake pad, Air spring assembly, Platform screen doors, Traction motor, Traction Alternator & Power electronics equipment. 7. To deal in all kinds of Raw Materials, Stores & Consumable etc used in process 8. *****[Omitted] 9. *****[Omitted] 10. *****[Omitted] 11. *****[Omitted] 244Clause Particulars 12. To carry on the business of Digital Marketing Services and smart things which includes but not limited to IT Product and Software Sales, Domain Registration and Hosting Services, System Integrators for Providing Partner Services, Search Engine Optimization, Search Engine Marketing, Social Media Marketing, print media marketing, Content Marketing, Email Marketing, Programmatic Media Buying for Digital Campaigns, Video Campaigns, Artificial Intelligence (AI) & Advanced Machine Learning, Intelligent Apps, Intelligent Things Virtual & Augmented Reality, Conversational Systems. These businesses shall be for domestic as well as export of services and import of services also. 13. To provide energy efficient technologies to various industries in India and overseas through providing a complete, holistic solution ranging from Energy Audit recommendation and supply of relevant technologies, implementation of such technologies. 14. To manufacture, process, buy, sell, exchange, alter, improve, import or export or otherwise deal in all kinds of energy saving devices, gadgets and components for industrial, business and household applications and specialized equipments required for Defense, Railways, telecommunication departments of civil aviation and banks. 15. To carry on the business of generating, accumulating, distributing and supplying Energy saving equipments & technologies for its own use or for sale to Governments, State Electricity Boards, intermediaries in Power Transmission / Distribution, Companies, Industrial Units, or to other types of users of consumers of Energy. 16. To acquire concessions or licenses granted by or to enter into contracts with, the Government of India any State Government, Municipal, Local Authority or other statutory bodies, Companies or any other person for the development, erection, installation, establishment, construction, operation and maintenance of Energy Saving Power Plants, and in this regard to promote, develop, own, acquire, set up, erect, build, install, commission, construct, establish, maintain, improve, manage, operate alter, control, take on hire / lease, carry out and run all necessary Plants, equipments, sub-stations, workshops, generators, transmission facilities, machinery, electrical equipment, accumulators, repair shops, wires, cables, lamps, fittings and apparatus in the capacity of principals, contractors, developers or otherwise and to deal, buy, sell and hire / lease all apparatus and things required for or used in connection with generation, distribution supply accumulation of Solar Energy. 17. To carry on the business of consultants, advisors, auctioneers for all type of Energy Saving Plants and to undertake research and development in the field of energy saving and other allied. 18. To carry on the business of designing, developing, manufacturing, assembling, testing, installing, commissioning, operating and maintaining wind turbine, wind generators, gear boxes, convertor systems, bearings and wind energy systems, including all components, sub components, parts and accessories thereof such as rotor blade assemblies, nacelles, towers, gearboxes, braking systems, power convertors and control systems, generators including rotor and stator assemblies, bearings, including main shaft bearings, slewing ring bearings, high-speed bearings and related equipment; to act as manufacturers, exporters, importers, buyers, sellers, contractors, sub- contractors, lessors, lessees and agents in relation thereto; to establish, own, develop, operate, maintain and manage wind farms and other wind energy projects, either independently or in association with others; to generate, procure, purchase, store, transmit, distribute, sell and supply electricity and other forms of power derived from wind energy; and to provide engineering, procurement, construction, consultancy, advisory and management services in connection with the aforesaid activities. The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently being carried on and proposed to be carried on by our Company. Amendments 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: Date of Particulars Shareholders’ resolution June 25, 2021 Clause IIIA of our Memorandum of Association was amended to reflect the change in the Objects of our Company: 4. To carry on, in India or elsewhere, the business of manufacturing and/or trading including installation & commissioning services, various kinds & types of Filters, Filter Media Products, Railway Engine Parts & Products, Parts of Railway Coaches, Railway Products, Metro Rail, Execution of Turnkey Contracts and other Contracts for Metro Rails, Indian Railway, other Corporate or firms, Domestic & overseas etc 5. To carry on the business of Strategic Investment in various Companies with a long term perspective to buy, hold, invest by way of direct subscription, purchase or otherwise equity share, Preference shares, debenture, bonds, enter into Share Purchase Agreement etc. 245Date of Particulars Shareholders’ resolution 6. To carry on the business of Manufacturing, supply, marketing, installation & service of equipment for Railway, Metro, Airport and Industrial application including items Brake disc, Steel Cap Piston, Machined Piston, Flexible Gangway, Automatic sliding door, Pad for secondary suspension, Brake pad, Air spring assembly, Platform screen doors, Traction motor, Traction Alternator & Power electronics equipment.” 7. To deal in all kinds of Raw Materials, Stores & Consumable etc used in the process. 8. To carry on, in India or elsewhere, the business of manufacturers, growers, fabricators, processors, producers, makers, importer, exporters, buyers, sellers, wholesaler, retailers, traders, suppliers, stockist, agent, merchants, distributers and concessionaires of, and dealers and deals in processed foods, health foods, protein foods, food products, agro foods, fast foods, packed foods, poultry products, sea foods, milk foods, health and diet drinks, extruded foods, frozen foods, dehydrated foods, precooked foods, canned foods, preserved foods, bakery products and confectionery items such as breads, biscuits, sweets, cakes, pastries, cookies, wafers, condoles, lemon drops, chocolate, toffees, tinned fruits, chewing gum, bubble gum, detergents, tea and coffee, vegetables, fruits, jams, jelly, pickles, squashes, sausages, nutrient, health and diet foods / drinks, extruded foods, confectionery items, sweets, cereals products and any other food products in and outside India. 9. To carry in India or elsewhere the business to process., prepare, disinfect, fennentate, compound, mix, clean wash, concentrate, crush, grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze, distillate, boil, sterilize, improve, extract refine, buy, sell, resale, import, export, barter, transport, store, forward, distribute, dispose, develop, handle, manipulate, consultant, collaborator, adatia, stockist, liasioner, middleman, export house, job-worker or otherwise to deal in all types, descriptions, tastes, uses and packs of consumer food items, their by products, ingredients, derivatives, residues, including foods and vegetables, packed foods, powders, pastes, liquids, drinks, beverages, juices, jams, jelly, squashes, pickles, sausages, concentrates, extracts, essences, flavours, syrups, sarbats, flavoured drinks, cream, cheese, butter, biscuits, breads, cakes, pastries, confectionery, sweets, chocolates, toffees, fun foods, breakfast foods, dietetic products, strained baby foods, instant foods, cereal products, table delicacies and all other items whether natural, artificial or synthetic. 10. To carry on the business of processing, farming, manufacturing, distributorship, agency, broker, factors, stockist, importer and otherwise deal in all kinds of organic and inorganic foods products and drinking products, mineral water, soft drinks, aerated mineral water, fruit drinks, artificial flavoured drinks, condensed milk and drinking products of all kinds and other consumable provision of every description for human consumption. 11. To import and export of all kinds and types of food products and drinks. June 30, 2022 Clause IIIA of our Memorandum of Association was amended to reflect the following addition in the Objects of our Company: 12. To carry on the business of Digital Marketing Services and smart things which includes but not limited to IT Product and Software Sales, Domain Registration and Hosting Services, System Integrators for Providing Partner Services, Search Engine Optimization, Search Engine Marketing, Social Media Marketing, print media marketing, Content Marketing, Email Marketing, Programmatic Media Buying for Digital Campaigns, Video Campaigns, Artificial Intelligence (AI) & Advanced Machine Learning, Intelligent Apps, Intelligent Things Virtual & Augmented Reality, Conversational Systems. These businesses shall be for domestic as well as export of services and import of services also. 13. To provide energy efficient technologies to various industries in India and overseas through providing a complete, holistic solution ranging from Energy Audit recommendation and supply of relevant technologies, implementation of such technologies. 14. To manufacture, process, buy, sell, exchange, alter, improve, import or export or otherwise deal in all kinds of energy saving devices, gadgets and components for industrial, business and household applications and specialized equipments required for Defense, Railways, telecommunication departments of civil aviation and banks. 15. To carry on the business of generating, accumulating, distributing and supplying Energy saving equipments & technologies for its own use or for sale to Governments, State Electricity Boards, intermediaries in Power Transmission / Distribution, Companies, Industrial Units, or to other types of users of consumers of Energy. 16. To acquire concessions or licenses granted by or to enter into contracts with, the Government of India any State Government, Municipal, Local Authority or other statutory bodies, Companies or any other person for the development, erection, installation, establishment, construction, operation and maintenance of Energy Saving Power Plants, and in this regard to promote, develop, own, acquire, set up, erect, build, install, commission, construct, establish, maintain, improve, manage, operate alter, control, take on hire / lease, carry out and run all necessary Plants, equipments, sub-stations, workshops, generators, transmission facilities, machinery, electrical equipment, accumulators, repair shops, wires, cables, lamps, fittings and apparatus in the capacity of principals, 246Date of Particulars Shareholders’ resolution contractors, developers or otherwise and to deal, buy, sell and hire / lease all apparatus and things required for or used in connection with generation, distribution supply accumulation of Solar Energy. 17. To carry on the business of consultants, advisors, auctioneers for all type of Energy Saving Plants and to undertake research and development in the field of energy saving and other allied. January 20, 2025 Clause I of our Memorandum of Association was amended to reflect the change in the name of our Company from “Pioneer Fil-Med Private Limited” to “Pioneer Fil-Med Limited” March 18, 2026 Clause IIIA of our Memorandum of Association was amended to reflect the following addition in the Objects of our Company: 18. To carry on the business of designing, developing, manufacturing, assembling, testing, installing, commissioning, operating and maintaining wind turbine, wind generators, gear boxes, convertor systems, bearings and wind energy systems, including all components, sub components, parts and accessories thereof such as rotor blade assemblies, nacelles, towers, gearboxes, braking systems, power convertors and control systems, generators including rotor and stator assemblies, bearings, including main shaft bearings, slewing ring bearings, high-speed bearings and related equipment; to act as manufacturers, exporters, importers, buyers, sellers, contractors, sub-contractors, lessors, lessees and agents in relation thereto; to establish, own, develop, operate, maintain and manage wind farms and other wind energy projects, either independently or in association with others; to generate, procure, purchase, store, transmit, distribute, sell and supply electricity and other forms of power derived from wind energy; and to provide engineering, procurement, construction, consultancy, advisory and management services in connection with the aforesaid activities. Clause IIIA of our Memorandum of Association was amended to reflect the following deletions in the Objects of our Company: 8. To carry on, in India or elsewhere, the business of manufacturers, growers, fabricators, processors, producers, makers, importer, exporters, buyers, sellers, wholesaler, retailers, traders, suppliers, stockist, agent, merchants, distributers and concessionaires of, and dealers and deals in processed foods, health foods, protein foods, food products, agro foods, fast foods, packed foods, poultry products, sea foods, milk foods, health and diet drinks, extruded foods, frozen foods, dehydrated foods, precooked foods, canned foods, preserved foods, bakery products and confectionery items such as breads, biscuits, sweets, cakes, pastries, cookies, wafers, condoles, lemon drops, chocolate, toffees, tinned fruits, chewing gum, bubble gum, detergents, tea and coffee, vegetables, fruits, jams, jelly, pickles, squashes, sausages, nutrient, health and diet foods / drinks, extruded foods, confectionery items, sweets, cereals products and any other food products in and outside India. 9. To carry in India or elsewhere the business to process., prepare, disinfect, fennentate, compound, mix, clean wash, concentrate, crush, grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze, distillate, boil, sterilize, improve, extract refine, buy, sell, resale, import, export, barter, transport, store, forward, distribute, dispose, develop, handle, manipulate, consultant, collaborator, adatia, stockist, liasioner, middleman, export house, job-worker or otherwise to deal in all types, descriptions, tastes, uses and packs of consumer food items, their by products, ingredients, derivatives, residues, including foods and vegetables, packed foods, powders, pastes, liquids, drinks, beverages, juices, jams, jelly, squashes, pickles, sausages, concentrates, extracts, essences, flavours, syrups, sarbats, flavoured drinks, cream, cheese, butter, biscuits, breads, cakes, pastries, confectionery, sweets, chocolates, toffees, fun foods, breakfast foods, dietetic products, strained baby foods, instant foods, cereal products, table delicacies and all other items whether natural, artificial or synthetic. 10. To carry on the business of processing, farming, manufacturing, distributorship, agency, broker, factors, stockist, importer and otherwise deal in all kinds of organic and inorganic foods products and drinking products, mineral water, soft drinks, aerated mineral water, fruit drinks, artificial flavoured drinks, condensed milk and drinking products of all kinds and other consumable provision of every description for human consumption. 11. To import and export of all kinds and types of food products and drinks. Major events and milestones of our Company The table below sets forth some of the key events in our history: Calendar Year Milestone 2001 Entered into the railway business by developing RDSO approved resin treated filter paper for the manufacture of lube oil filters for diesel locomotives 2006 Established key relationships and foreign collaborations with Dalian Xinze (Huilong) Piston Manufacture Co. Ltd for sale of pistons and pins 2017 Expanded our business to manufacture gangways and brake discs 2023 Secured initial supply order for wind generator components and working towards increasing bulk supplies with the Government of India’s Approved List of Models and Manufacturers (wind) policy 247Calendar Year Milestone 2024 Entered and explored designing, manufacturing, supplying, installations, testing and commissioning of platform screen door for the Indian market through an agreement between Chennai Metro Rail Limited and Panasonic Manufacturing (Beijing) Co., Ltd, Pioneer Fil-Med Private Limited Awards, accreditations, and recognition Calendar Year Particulars 2017 Company obtained certificate of ISO registration under ISO 9001: 2015 Quality Management System covering the scope of management system applicable to manufacturing, supply, marketing, installation and service of equipment of railway, metro, airport and industrial applications for items brake disc, flexible gangway, automatic sliding door, pad for secondary suspension, platform screen doors, traction motor and traction alternator, wheel set guide, housing, control arm, gear case, motor suspension tube and its assembly components and piston. Manufacture of filter and filter media for automative, railway and industrial application and trading locomotive items. 2024 Company obtained certificate of ISO registration under ISO 9001: 2015 covering the scope of manufacturing, sales and service of traction motor, traction alternator, wind power generator and machining of components. 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 has been no time or cost overrun in respect of our business operations. 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 offered by our Company, entry into new geographies or exit from existing markets or capacity/facility creation, location of projects, see “Our Business” on page 214. Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years There have not been any material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years immediately preceding the date of this Draft Red Herring Prospectus. Guarantees provided to third parties by our Promoter Selling Shareholder Except as stated below, as on the date of this Draft Red Herring Prospectus, no guarantee has been issued by our Promoter Selling Shareholder to third parties: Sr. No. Guarantee Amount Outstanding Date of Period of Guarantee Guarantee Borrower Reason for issued by sanctioned amount as on guarantee guarantee issued in Amount the as on September favour of (in ₹ guarantee September 30, 2025 (in ₹ million) 30, 2025 (in million) ₹ million) 1. Pioneer Facor 3,114.00 431.42 July 30, Upto HDFC 3,114.00 Solarworld Corporate IT 2025 November Bank Energy guarantee Infradevelopers 30, 2025* Limited Solution on working Private Limited Limited capital 2. Pioneer Facor 1,000.00 246.62 April 28, 180 day / Kotak 1,000.00 Solarworld Corporate IT 2025 on Mahindra Energy guarantee Infradevelopers demand/ Bank Solution on working Private Limited 36 + 12 Limited Limited capital months 3. Pioneer Facor 320.90 85.40 February 25, On demand Axis Bank 320.90 Our Working IT 2025 Limited Company capital 248Sr. No. Guarantee Amount Outstanding Date of Period of Guarantee Guarantee Borrower Reason for issued by sanctioned amount as on guarantee guarantee issued in Amount the as on September favour of (in ₹ guarantee September 30, 2025 (in ₹ million) 30, 2025 (in million) ₹ million) Infraevelopers Private Liimted *The period of guarantee has been extended till November 30, 2026. Pursuant to the terms of the guarantees, the obligations of our Promoter Selling Shareholder include repayment of the guaranteed sum in case of default by the borrower. The financial implications in case of default by the borrower are that the lender would be entitled to invoke the guarantees to the extent of the outstanding loan amount, together with any interests, costs or charges due to the lender. The guarantees are effective for a period until the underlying loan is repaid in full by the borrower. Any default or failure by our Company or the borrower entity to repay the loans in a timely manner, or at all, could trigger repayment obligations on the part of our Promoter Selling Shareholder. No consideration has been paid or is payable to our Promoter Selling Shareholder for providing these guarantees. The borrowings are typically secured by way of hypothecation of vehicles, hypothecation over assets and collaterals of our property. For further details, see “Financial Indebtedness” and “Risk Factors – We have incurred indebtedness and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business and financial condition. In addition, certain of our financing agreements involve variable interest rates and an increase in interest rates may adversely affect our results of operations, cash flows and financial condition.”. on pages 399 and 38, respectively. Key terms of other subsisting material agreements Except as below, there are no agreements/ arrangements and clauses/ covenants which are material and have a bearing on the investment decision made by an investor. Share purchase and shareholders' agreement entered into between our Company, Vanaja Sundar Iyer, Avarjit Singh Birghi, and Sarabpreet Kaur (“Buyers”), Pioneer Facor IT Infradevelopers Private Limited and Aztech India Private Limited (“Sellers”) dated January 21, 2025 Pursuant to a share purchase and shareholders agreement dated January 21, 2025 entered into by and between our Company, Vanaja Sundar Iyer, Avarjit Singh Birghi, and Sarabpreet Kaur (“Buyers”), Pioneer Facor IT Infradevelopers Private Limited and Aztech India Private Limited (“Sellers”), the Buyers had agreed to purchase and the Sellers had agreed to sell, equity shares of our Company, in the following manner: Sr. No Particulars of Sellers Particulars of Buyers Equity Shares Consideration (₹ in million) 1. Pioneer Facor IT Infradevelopers Vanaja Sundar Iyer 325,269 100.00 Private Limited Avarjit Singh Birghi 81,317 25.00 Sarabpreet Kaur 231,754 71.25 2. Aztech India Private Limited Vanaja Sundar Iyer 487,903 150.00 Avarjit Singh Birghi 150,437 46.25 The above transactions were completed on April 9, 2025. The valuation for the aforesaid transaction was determined based on a valuation report dated January 15, 2025. Inter-se agreements between Shareholders As on the date of this Draft Red Herring Prospectus, our Company, Promoters and Shareholders do not have any inter-se agreements/ arrangements and clauses/ covenants which are material in nature and grant special rights to the Company/ Promoter/ Shareholders and that there are no other clauses/ covenants which are adverse/ pre-judicial to the interests of the minority/ public shareholders. There are no other agreements, deed of assignments, acquisition agreements, shareholders’ agreement, inter-se agreements or agreements of like nature. There are no other agreements/arrangements entered into by our Company or clauses/covenants applicable to our Company which are material, not in the ordinary course of business and which are required to be disclosed, or the non-disclosure of which may have a bearing on the investment decision of prospective investors in the Offer. Agreements with Key Managerial Personnel or Senior Managerial Personnel or Directors or Promoters or any other employee 249As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial Personnel or members of the Senior Management 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 regarding compensation or profit sharing in connection with dealings in the securities of our Company. Agreement that may impact the management or control of our Company or impose any restriction or create any liability upon our Company As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by the Shareholders, Promoters, Promoter Group entities, related parties, Directors, KMPs, employees of our Company or of our Subsidiaries, among themselves or with our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of our Company or impose any restriction or create any liability upon our Company, whether or not our Company is a party to such agreements. Our Subsidiaries As on the date of this Draft Red Herring Prospectus, our Company has two subsidiaries. The details of our subsidiaries are set forth below: 1. Pioneer Rail Equipments Private Limited (“Pioneer Rail”) Corporate Information Pioneer Rail Equipments Private Limited, is a private limited company incorporated and registered as a company under Companies Act on May 18, 2015. Its corporate identification number is U74140DL2015PTC280310. Its registered office is situated at 502 Padma Palace, 86, Nehru Place, New Delhi- 110019, India. Nature of Business Pioneer Rail is engaged in the business of manufacture, assemble, repair, test and trade in the fields of railway, metro, oil drilling, winding and mining equipment electric machine products, as authorized under the objects clause of its memorandum of association. Capital Structure The capital structure of Pioneer Rail is as follows: Particulars Number of equity shares of Amount (₹) face value of ₹ 100 each Authorised share capital 6,408,000 640,800,000 Issued, subscribed and paid-up share capital 6,408,000 640,800,000 Shareholding Pattern The shareholding pattern of Pioneer Rail is as follows: S. No. Name of the equity shareholder Number of equity shares of Percentage of total equity face value of ₹ 100 each holding (%) 1. O ur Company 4,870,080 76.00 2. C RRC Yongji Electric Co. Ltd. 1,537,920 24.00 Total 6,408,000 100.00 Financial Information The financial information for the Fiscals 2025, 2024, and 2023 of Pioneer Rail, as derived from the audited financial statements of its respective years, are as follows: (in ₹ million) Particulars As of and for the Fiscal ended March 31, 2025 March 31, 2024 March 31, 2023 Equity share capital 640.80 640.80 640.80 Net worth 932.94 812.44 667.98 Revenue from operations 2,358.12 1,393.03 192.00 Profit/ (loss) after tax for the year 152.69 144.58 2.18 Total borrowings 175.77 19.18 NA 2502. Pioneer Gearbox India Private Limited (“Pioneer Gearbox”) Corporate Information Pioneer Gearbox India Private Limited, is a private limited company incorporated and registered as a company under Companies Act on January 22, 2026. Its corporate identification number is U30204DL2026PTC462261. Its registered office is situated at 502, 5th Floor, Padma Palace, 86, Nehru Place, New Delhi- 110019, India. Nature of Business Pioneer Gearbox is engaged in the business of manufacturing, assembling, designing, testing, repairing and servicing of gear boxes used in the wind generators, wind power plants & renewable energy system. Capital Structure The capital structure of Pioneer Gearbox is as follows: Particulars Number of equity shares of Amount (₹) face value of ₹ 10 each Authorised share capital 10,000 100,000 Issued, subscribed and paid-up share capital 10,000 100,000 Shareholding Pattern The shareholding pattern of Pioneer Gearbox is as follows: S. No. Name of the equity shareholder Number of equity shares of Percentage of total equity face value of ₹ 10 each holding (%) 1. O ur Company 9,999 99.99 2. R ishabh Jain, (Nominee Shareholder of 1 0.01 Pioneer Fil-Med Limited) Total 10,000 100 Financial Information Pioneer Gearbox was incorporated on January 22, 2026, accordingly the financial information for last three Fiscals is not available. Our Joint ventures As on the date of this Draft Red Herring Prospectus, our Company does not have any joint ventures. Our Associates As on the date of this Draft Red Herring Prospectus, our Company does not have any associates. Conflict of Interest Except as disclosed below, there is no conflict of interest between the lessors of immovable properties (crucial for operations of our Company) and our Company, Promoters, Promoter Group, Key Managerial Personnel, Senior Management, Directors, Subsidiaries and Group Companies and their directors: The Registered and Corporate Office of our Company i.e. 502 Padma Palace, 86 Nehru Place, New Delhi India, 110019 has been leased from one of our Corporate Promoters, Pioneer Fincap Private Limited. The term of the lease is for 11 months, starting from March 2026 till January 2027 with a monthly rental payment of ₹ 7,500. One of our site offices located at A 45-50, Sector 16, Noida, Gautumbuddha Nagar – 201301, has been leased from one of our Corporate Promoters, Pioneer Facor IT Infradevelopers Private Limited. The term of the lease is for 11 months starting from March 1, 2026 till January 31, 2027 with a monthly rental payment of ₹ 5,000. There is no conflict of interest between third party (including suppliers of raw materials) service providers (crucial for operations of our Company) and our Company, Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiaries and Group Companies and their directors. Common pursuits 251Our Subsidiaries are engaged in the same line of business as that of our Company and accordingly, there are certain common pursuits amongst them and our Company. However, we do not perceive any conflict of interest in this regard given our majority shareholding and interest in these entities. Our Company has adopted the necessary procedures and practices as permitted by law and regulatory guidelines to address conflict situations as and when they arise. Business interest between our Company and our Subsidiaries Except as disclosed related party transactions with our Company as disclosed in “Restated Consolidated Financial Information” on page 284, as on the date of this Draft Red Herring Prospectus, our Subsidiaries, do not have any business interest in our Company. Accumulated profits or losses As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of our Subsidiaries that have not been accounted for or consolidated by our Company. Other confirmations Our Subsidiaries is not listed on any stock exchange in India or abroad. Further, our Subsidiaries has been refused listing in the last ten years by any stock exchange in India or abroad, nor has our Subsidiaries failed to meet the listing requirements of any stock exchange in India or abroad. 252OUR MANAGEMENT Board of Directors The Articles of Association require that our Board shall comprise of not less than three Directors and not more than 15 Directors, provided that our Shareholders may appoint more than 15 Directors after passing a special resolution in a general meeting. As on the date of this Draft Red Herring Prospectus, we have eight Directors on our Board, of whom four are Independent Directors, including one woman Independent Director. Our Company is in compliance with the corporate governance requirements prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof. The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus: Name, designation, date of birth, address, occupation, Age Other directorships current term, period of directorship and DIN (years) Sushil Kumar Jain 67 Indian companies: Designation: Chairperson and Non-Executive Director 1. Simplifying Squad Private Limited Date of birth: August 9, 1958 2. PK Infracon Private Limited Address: R-13, Nehru Enclave, Aali, Ali, South Delhi, 3. Terapanth Educational Infra Private Limited Delhi, India- 110 019 4. Solarworld Energy Solutions Limited Occupation: Business 5. Pioneer Facor IT Infradevelopers Private Limited Nationality: Indian 6. Pioneer Eservices Private Limited Current term: Liable to retire by rotation 7. Aqua Financial Consultant Private Limited Period of directorship: Since December 15, 1997 DIN: 00002069 8. SJP Consultants Private Limited 9. Pioneer Rail Equipments Private Limited 10. Pioneer Securities Private Limited 11. Chartered Insurance Brokers Private Limited 12. Jaitpur Agriculture Private Limited 13. Ankita Agro and Food Processing Private Limited 14. PBKB Mart India Private Limited 15. Sukirt India Foods Private Limited Foreign companies: 1. Sociedad Avenas Del Pacifico S.A 2. La Elegida Holdings SPA Anil Kumar Agarwal 52 Indian companies: Designation: Managing Director 1. Pioneer Procon Private Limited Date of birth: June 21, 1973 2. Squad City Infra Private Limited Address: B-3/3281, Vasant Kunj, South West Delhi India, 3. Pioneer Rail Equipments Private Limited - 110070 4. Aztech India Private Limited Occupation: Business 5. Pioneer Gearbox India Private Limited Nationality: Indian Foreign companies: 253Name, designation, date of birth, address, occupation, Age Other directorships current term, period of directorship and DIN (years) Current term: Three years commencing from April 1, 1. Nil 2025, liable to retire by rotation Period of directorship: Since December 15, 1997 DIN: 00002193 Rishabh Jain 37 Indian companies: Designation: Whole-time Director 1. Pioneer Facor IT Infradevelopers private Limited Date of birth: March 24, 1989 2. Simplehealthy Foods Private Limited Address: R-13, Nehru Enclave, Kalkaji, Aali, South Delhi, 3. Pioneer Rail Equipments Private Limited Delhi, India – 110 019 4. Frozen Food Processing Private Limited Occupation: Business 5. Danton Power Private Limited Nationality: Indian 6. Solarworld Energy Solutions Limited Current term: Three years commencing from February 2, 2026, liable to retire by rotation 7. Kehan Solarworld Private Limited Period of directorship: Since March 18, 2024 8. K. Y. Information Technologies Private Limited DIN: 05115384 9. Pioneer Eservices private Limited 10. Pioneer Enliven Impex Private Limited 11. SJP Consultants Private Limited 12. Zentrix Pv Labs Private Limited 13. Solarworld Bess One Private Limited 14. Kartik Solarworld Private Limited 15. Znshine Solarworld Private Limited 16. Pioneer Gearbox India Private Limited Foreign companies: 1. Indo Africa Trading Pte. Ltd Akshat Agarwal 26 Indian companies: Designation: Whole-time Director 1. Pioneer Procon Private Limited Date of birth: November 29, 1999 2. Pioneer Global Enterprises Private Limited Address: B-3/3281, Vasant Kunj, South West Delhi, India Foreign companies: – 110 070 Nil Occupation: Business Nationality: Indian Current term: Three years commencing from April 1, 2025, liable to retire by rotation Period of directorship: Since March 18, 2024 DIN: 09719801 Priya Mohpal 38 Indian companies: 254Name, designation, date of birth, address, occupation, Age Other directorships current term, period of directorship and DIN (years) Designation: Independent Director 1. SSI Staffing Private Limited Date of birth: June 29, 1987 2. Pioneer Rail Equipments Private Limited Address: D-119, Phase-1, Ashok Vihar, North West Delhi, Foreign companies: Delhi, India -110052 Nil Occupation: Business Nationality: Indian Current term: Five years commencing from September 26, 2025 Period of directorship: Since September 26, 2025 DIN: 06897983 Ramakant Pattanaik 70 Indian companies: Designation: Independent Director 1. Pioneer Rail Equipments Private Limited Date of birth: October 28, 1955 2. Solarworld Energy Solutions Limited Address: D-604, Jalvayu Towers, Opposite Utkal Hospital, Niladri Vihar, Sailashree Vihar, Khorda, Orissa, India - 751021 Foreign companies: Occupation: Consultant Nil Nationality: Indian Current term: Five years commencing from September 26, 2025 Period of directorship: Since September 26, 2025 DIN: 10724949 Ashok Gupta 73 Indian companies: Designation: Independent Director Nil Date of birth: August 7, 1952 Foreign companies: Address: L-4/25, Ground Floor, DLF Phase-2, Gurgaon, Nil Haryana, India - 122008 Occupation: Consultant Nationality: Indian Current term: Five years commencing from October 30, 2025 Period of directorship: Since October 30, 2025 DIN: 11350905 Niraj Kumar 73 Indian companies: Designation: Independent Director Nil Date of birth: December 17, 1952 Foreign companies: Nil 255Name, designation, date of birth, address, occupation, Age Other directorships current term, period of directorship and DIN (years) Address: H. No.-H-3 121, Assotech Springfield, Sector- Zeta-1, Greater Noida, Surajpur, Gautam Buddha Nagar, Uttar Pradesh, India -201306 Occupation: Consultant Nationality: Indian Current term: Five years commencing from October 30, 2025 Period of directorship: Since October 30, 2025 DIN: 11352804 Brief profiles of our Directors Sushil Kumar Jain, aged 67 years, is the Chairperson and Non-Executive Director of our Company. He holds a bachelor’s degree in commerce from the University of Rajasthan. He is a member of the Institute of Chartered Accountants of India. He has over 34 years of experience in financial and taxation matters. He is responsible for overseeing our Company’s business and governance matters. Anil Kumar Agarwal, aged 52 years, is the Managing Director of our Company. He holds a bachelor’s degree in commerce from University of Bombay. He has 28 years of experience in manufacturing traction motors, alternators, wind power generators, and propulsion systems. He has forged alliances of our Company with international firms to execute platform screen door projects for metro rail in India. He is responsible for managing our Company's railway business, introducing innovative products for railways and Metro systems of our Company. Rishabh Jain, aged 37 years, is a Whole-time Director of our Company. He holds a bachelor’s degree in commerce from the University of Delhi. He is a member of the Institute of Chartered Accountants of India. He has been associated with our Company for over 10 years and is currently responsible for managing our Company's railway business, introducing innovative products for railways and metro systems and provides strategic guidance and oversight in relation to our Company’s business operations. Akshat Agarwal, aged 26 years, is a Whole-time Director of our Company. He holds a bachelor’s degree in business administration from S.P. Jain School of Global Management. He has 3 years of experience in the manufacturing industry, specifically in the production of brake discs and filters, including overseeing plant operations, managing resources, and development of products such as wheel-mounted, axle-mounted, and split discs. He is responsible for managing our Company's railway business, introducing innovative products for railways and metro systems of our Company. Priya Mohpal, aged 38 years, is an Independent Director of our Company. She holds a bachelor’s degree in commerce from University of Calcutta. She is a member of the Institute of Chartered Accountants of India. She has 12 years of experience in leadership across finance & accounts. She is currently a partner at Mohpal & Associates. Ramakant Pattanaik, aged 70 years, is an Independent Director of our Company. He holds a masters’ degree in science in defence studies and masters’ degree in philosophy in defence and strategic studies from the University of Madras He has served in the Indian Navy for a period of over 37 years and has retired as the vice-admiral of the Indian Navy. He has been the recipient of Param Vishisht Seva Medal and Ati Vishisht Seva Medal. Ashok Gupta, aged 73 years, is an Independent Director of our Company. He holds a bachelors’ degree in science (honours) from University of Delhi, masters’ degree in science specialised in physics from University of Delhi, and a masters’ degree in business administration from the Faculty of Management Studies, University of Delhi. He has over 36 years of experience in the banking sector and retired as chief general manager of the State Bank of India. During his career, he handled senior leadership responsibilities across audit, government banking, and advisory operations. He also served as an operations advisor in Bhutan National Bank. Niraj Kumar, aged 73 years, is an Independent Director of our Company. He holds a bachelors’ degree in science from the University of Allahabad. He has over 37 years of experience in the Indian Railways and in engineering, having held senior position of director general, railway staff of college, Vadodara in the Ministry of Railways, Government of India. Relationship between our Directors Except as stated below, none of our Directors, Key Managerial Personnel and Senior Management are related to each other. 256Director/Key Managerial Personnel/ Senior Relative Nature of Relationship Management Sushil Kumar Jain Rishabh Jain Father- Son (Chairperson and Non-Executive Director) (Whole-time Director) Anil Kumar Agarwal Akshat Agarwal Father- Son (Managing Director) (Whole-time Director) Confirmations None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or were suspended from being traded during the five years preceding the date of this Draft Red Herring Prospectus, during the term of his/her directorship in such company None of our Directors is, or was a director of any company, which has been or was delisted from any stock exchange, during the term of his/her directorship in such company. No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company Further, none of our Directors have been identified as Wilful Defaulters or Fraudulent Borrowers as defined under the SEBI ICDR Regulations. Arrangement or understanding with major Shareholders, customers, suppliers, or others pursuant to which our Directors were selected as a Director or Senior Management None of our Directors have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or others. Service contracts with Directors Our Company has not entered into any service contracts with any Director which provide for benefits upon termination of employment. Terms of appointment of our Executive Director 1. Anil Kumar Agarwal Pursuant to the resolution passed by our Board on March 9, 2026 and the resolution adopted by our Shareholders on March 12, 2026, Anil Kumar Agarwal is entitled to the following remuneration and other employee benefits: I. Basic Salary ₹ 0.36 million per month. He shall be entitled to an annual increment of ₹ 0.05 per month. II. Benefits, Perquisites and Allowances Category ‘A’ a. Employer contribution to NPS ₹ 0.04 million per month. Category ‘B’ a. Contribution to Provident Fund As per rules of our Company. b. Gratuity Gratuity payable shall not exceed half a month's salary for each completed year of service, as per rules of our Company. Payment of Gratuity Act, 1972. c. Car and related expenses including As per rules of our Company. driver Category ‘C’ a. Communication Facilities Expenses on communication facilities will be reimbursed/ borne on actuals and will not be treated as perquisites. b. Personal Accident and Medical As per rules of our Company. Insurance Medical Expenses/ Reimbursement Maximum one-month basic salary each year. c. Earned/Privilege Leave As per rules of our Company. d. Leave Travel Assistance actual air ticket cost once in a year to all immediate family 2572. Rishabh Jain Pursuant to the resolution passed by our Board on March 9, 2026 and the resolution adopted by our Shareholders on March 12, 2026, Rishabh Jain is entitled to the following remuneration and other employee benefits: I. Basic Salary ₹ 0.30 million per month. He shall be entitled to an annual increment of ₹ 0.05 per month. II. Benefits, Perquisites and Allowances Category ‘A’ a. Contribution to Provident Fund As per rules of our Company. b. Gratuity Gratuity payable shall not exceed half a month's salary for each completed year of service, as per rules of our Company. Payment of Gratuity Act, 1972. c. Car and related expenses including As per rules of our Company. driver Category ‘C’ a. Communication Facilities Expenses on communication facilities will be reimbursed/ borne on actuals and will not be treated as perquisites. b. Personal Accident and Medical As per rules of our Company. Insurance Medical Expenses/ Reimbursement Maximum one-month basic salary each year. c. Earned/Privilege Leave As per rules of our Company. d. Leave Travel Assistance actual air ticket cost once in a year to all immediate family 3. Akshat Agarwal Pursuant to the resolution passed by our Board on March 9, 2026 and the resolution adopted by our Shareholders on March 12, 2026, Akshat Agarwal is entitled to the following remuneration and other employee benefits: I. Basic Salary ₹ 0.18 million per month. He shall be entitled to an annual increment of ₹ 0.02 million per month II. Benefits, Perquisites and Allowances Category ‘A’ a. Employer contribution to NPS ₹ 0.02 million per month. Category ‘B’ a. Contribution to Provident Fund As per rules of our Company. b. Gratuity Gratuity payable shall not exceed half a month's salary for each completed year of service, as per rules of our Company. Payment of Gratuity Act, 1972. c. Car and related expenses including driver As per rules of our Company. Category ‘C’ a. Communication Facilities Expenses on communication facilities will be reimbursed/ borne on actuals and will not be treated as perquisites. b. • Personal Accident and Medical • As per rules of our Company Insurance • Medical Expenses/ • Maximum one month basic salary each year. Reimbursement c. Earned/Privilege Leave As per rules of our Company. d. Leave Travel Assistance actual air ticket cost once in a year to all immediate family Terms of appointment of our Non-Executive Directors (excluding our Independent Directors) Our Non-executive Directors (excluding our Independent Directors) are not entitled to any remuneration. Terms of appointment of our Independent Directors Pursuant to a resolution dated September 27, 2025 passed by our Board, the sitting fees payable to our Independent Directors, for attending meetings of our Board and meetings of various committees of our Board, is ₹ 0.01 million each within the limits prescribed under the Companies Act, 2013 and the rules notified thereunder. 258Payment or benefits to our Director Our Company has not entered into any contract appointing or fixing the remuneration of any Director in the two years preceding the date of this Draft Red Herring Prospectus. In Fiscal 2025, our Company has not paid any compensation or granted any benefit on an individual basis to any of our Directors other than the remuneration as disclosed above in “– Terms of appointment of our Executive Director” on page 257. Our Company has not paid any contingent or deferred compensation to any of our Directors. The remuneration that was paid to our Directors in Fiscal 2025 is as follows: 1. Executive Directors The details of the remuneration paid to our Executive Directors in Fiscal 2025 is set out below: Name of Director Remuneration Anil Kumar Agarwal Nil (Managing Director) Rishabh Jain* Nil (Whole-time Director) Akshat Agarwal* Nil (Whole-time Director) * A non-executive director in Fiscal 2025. 2. Non-Executive Director The details of the remuneration paid to our Non-Executive Director in Fiscal 2025 is set out below: Name of Director Remuneration Sushil Kumar Jain Nil (Chairperson and Non-Executive Director) 3. Independent Directors None of our Independent Directors were paid any sitting fees or commission in Fiscal 2025, since they were appointed in Fiscal 2026. Remuneration paid or payable to our Directors from our Subsidiaries or associate company Except for Anil Kumar Agarwal, Managing Director of our Company who received ₹ 4.03 million from one of our Subsidiaries, Pioneer Rail Equipments Private Limited, none of our Directors were paid any remuneration by our Subsidiaries in Fiscal 2025 including contingent or deferred compensation accrued for the year. As on the date of the Draft Red Herring Prospectus, our Company has no associate company. Shareholding of Directors in our Company Our Articles of Association do not require our Directors to hold qualification shares. Except as stated below, none of our Directors, hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus. Name No. of Equity Shares of face Percentage of pre-Offer paid- Percentage of post-Offer paid- value ₹ 10 each up share capital (%) up share capital (%) Sushil Kumar Jain 29,510 0.12 [●] Anil Kumar Agarwal 767,640 3.01 [●] Bonus or profit-sharing plan for our Directors As on date of this Draft Red Herring Prospectus, our Company does not have any performance linked bonus or a profit-sharing plan for our Directors. 259Interest of Directors All our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings of our Board and/or committees thereof as approved by our Board, the reimbursement of expenses payable to them as approved by our Board and any commission payable to them. Our Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in which they are partners. Our Directors may be interested to the extent of Equity Shares, if any, held by them and their relatives (together with other distributions in respect of Equity Shares), or held by the entities in which they are associated as partners, promoters, directors, proprietors, members, trustees or beneficiaries or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members, trustees or beneficiaries, pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares. For details, see – “Shareholding of Directors in our Company” on 259. Except for Sushil Kumar Jain, Anil Kumar Agarwal, Rishabh Jain and Akshat Agarwal none of our other Directors have any interest in the promotion or formation of our Company. None of our Directors have any interest in any property acquired or proposed to be acquired of or by our Company or in any transaction by our Company with respect to the acquisition of land, construction of building or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus. Borrowing Powers Pursuant to our Articles of Association, subject to applicable provisions of the Companies Act, 2013, and the resolution passed by our Shareholders in their general meeting held on March 21, 2025, our Board has been authorized to borrow or from time to time, any sum or sums of monies (exclusive of interest and in one or more tranches) on such terms and conditions as may be determined, from anyone or more of our Company’s bankers and/or from anyone or more other banks, persons, firms, companies/bodies corporate, financial institutions, institutional investor(s), mutual funds, insurance companies, pension funds and or any entity/entities or authority/authorities, whether in India or abroad, and whether by way of cash credit, advance or deposits, loans or bill discounting, issue of debentures, commercial papers, long/short term loans, suppliers’ credit, securitized instruments such as floating rate notes, fixed rate notes, syndicated loans, commercial borrowing from the private sector window of multilateral financial institution, either in rupees and/or in such other foreign currencies as may be permitted by law from time to time, and/or any other instruments/securities or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of our Company’s assets, licenses and properties, whether immovable or movable and all or any of the undertaking of the Company, notwithstanding that the moneys to be borrowed together with the moneys already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of our Company, our Company’s free reserves and securities premium, reserves not set apart for any specific purpose, and the total amount up to which the moneys may be borrowed by our Company and outstanding at any time shall not exceed the sum of ₹ 10,000.00 million. Changes to our Board in the last three years The changes to our Board during the three years immediately preceding the date of this Draft Red Herring Prospectus are set forth below: Name Date of Reason appointment/cessation/change in designation Rishabh Jain February 2, 2026 Change in designation to Whole-time Director Ashok Gupta October 30, 2025 Appointment as an Independent Director Niraj Kumar October 30, 2025 Appointment as an Independent Director Priya Mohpal September 26, 2025 Appointment as an Independent Director Ramakant Pattanaik September 26, 2025 Appointment as an Independent Director Sushil Kumar Jain September 3, 2025 Change in designation to Chairperson and Non-Executive Director Akshat Agarwal April 1, 2025 Change in designation to Whole-time Director Anil Kumar Agarwal April 1, 2025 Change in designation to Managing Director Akshat Agarwal March 18, 2024 Appointment as an (Additional) Non-Executive Director# Rishabh Jain March 18, 2024 Appointment as an (Additional) Non-Executive Director# # Regularized as a Non-Executive Director pursuant to resolution passed in the annual general meeting dated September 30, 2024 Corporate Governance 260The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is in compliance with the requirements of the applicable regulations in respect of corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, pertaining to the composition of our Board and constitution of the committees thereof. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing Regulations and the Companies Act, 2013. Committees of our Board In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the following Board-level committees: 1. Audit Committee; 2. Nomination and Remuneration Committee; 3. Stakeholders’ Relationship Committee; 4. Corporate Social Responsibility Committee; 5. Risk Management Committee; and 1. Audit Committee The Audit Committee was constituted pursuant to resolution of our Board dated September 26, 2025. The current constitution of the Audit Committee is as follows: Name of Director Position in the committee Designation Priya Mohpal Chairperson Independent Director Ramakant Pattanaik Member Independent Director Sushil Kumar Jain Member Chairperson and Non-Executive Director (a) The Audit Committee shall have powers, which shall be as under: (i) To investigate any activity within its terms of reference; (ii) To seek information from any employees; (iii) To obtain outside legal or other professional advice; (iv) To secure attendance of outsiders with relevant expertise, if it considers necessary and; (v) To have such powers as may be prescribed under the Companies Act and SEBI Listing Regulations. (b) The role of the Audit Committee shall be as under: (i) overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;; (ii) recommending to the Board, the appointment, re-appointment, removal and replacement, remuneration and the terms of appointment of the auditors of the Company, including fixing the audit fees; (iii) reviewing and monitoring the statutory auditors’ independence and performance and the effectiveness of audit process; (iv) approving payments to the statutory auditors for any other services rendered by statutory auditors; (v) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to: (i) matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of section 134(3)(c) of the Companies Act; 261(ii) changes, if any, in accounting policies and practices and reasons for the same; (iii) major accounting entries involving estimates based on the exercise of judgment by the management of the Company; (iv) significant adjustments made in the financial statements arising out of audit findings; (v) compliance with listing and other legal requirements relating to financial statements; (vi) disclosure of any related party transactions; and (vii) qualifications and modified opinions in the draft audit report. (vi) reviewing, with the management, the quarterly financial statements before submission to the Board for approval; (vii) scrutinizing inter-corporate loans and investments (viii) undertaking or supervising valuation of undertakings or assets of the Company, wherever it is necessary (ix) evaluation of internal financial controls and risk management systems; (x) formulating a policy on related party transactions, which shall include materiality of related party transactions; (xi) approving transactions of the Company with related parties, or any subsequent modification thereof and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed (such approval shall be applicable in respect of transactions which are repetitive in nature); (xii) reviewing, 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; (xiii) reviewing, along 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 utilization of proceeds of a public or rights issue, preferential issue or qualified institutions placement and making appropriate recommendations to the Board to take up steps in this matter; (xiv) establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances; (xv) reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems; (xvi) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; (xvii) discussing with internal auditors any significant findings and follow up thereon; (xviii) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; (xix) discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; (xx) looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 262(xxi) approving the appointment of the chief financial officer, or any other person heading the finance function or discharging that function, after assessing the qualifications, experience and background, etc. of the candidate; (xxii) reviewing the functioning of the whistle blower mechanism (xxiii) ensuring that an information system audit of the internal systems and process is conducted at least once in two years to assess operational risks faced by the Company; (xxiv) formulating, reviewing and making recommendations to the Board to amend the Audit Committee charter from time to time; (xxv) reviewing the utilization of loan and/or advances from investment by the holding company in the subsidiary exceeding ₹ 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments; (xxvi) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; (xxvii) investigating any activity within its terms of reference, seeking information from any employee, obtaining outside legal or other professional advice and securing attendance of outsiders with relevant expertise, if it considers necessary; (xxviii) reviewing compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as may be amended from time to time at least once in a financial year and verify that systems for internal control are adequate and are operating effectively; (xxix) reviewing: i. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially important including any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies; ii. Any material default in financial obligations by the Company; iii. Any significant or important matters affecting the business of the Company; and (xxx) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, listing agreements, the Companies Act or other applicable law. (c) The Audit Committee shall mandatorily review the following information: (i) Management discussion and analysis of financial condition and results of operations; (ii) Management letters/letters of internal control weaknesses issued by the statutory auditors; (iii) Internal audit reports relating to internal control weaknesses; (iv) The appointment, removal and terms of remuneration of the chief internal auditor; (v) The examination of the financial statements and the auditors’ report thereon; and (vi) Statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations. (vii) The financial statements, in particular, the investments made by any unlisted subsidiary. 2. Nomination and emuneration Committee (“N C”) 263The NRC was re-constituted pursuant to resolution of our Board dated February 24, 2026. The current constitution of the NRC is as follows: Name of Director Position in the committee Designation Ramakant Pattanaik Chairperson Independent Director Priya Mohpal Member Independent Director Sushil Kumar Jain Member Chairperson and Non-Executive Director The scope and function of the NRC is in accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI Listing Regulations and its terms of reference are as follows: (a) Identifying and nominating, for the approval of the Board and ultimately the shareholders, candidates to fill Board vacancies as and when they arise as well as putting in place plans for succession, in particular with respect to the Chairperson of the Board and the Chief Executive Officer; (b) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; (c) 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 the Company successfully; (ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (d) Evaluating the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, preparing a description of the role and capabilities required of an independent director, for every appointment of an independent director. Ensuring that the person recommended to the Board for appointment as an independent director has the capabilities identified in such description. Further, for the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may: (i) use the services of an external agencies, if required; (ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and (iii) consider the time commitments of the candidates; (e) Identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every director’s performance and specifying the manner for effective evaluation of performance of Board, its committees and individual directors, to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and reviewing its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report; (f) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; (g) Recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of the Company; (h) Directors shall be entitled to sitting fees as approved by the Board within the limits prescribed under thr Companies Act, 2013; (i) Recommending remuneration payable to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits; (j) Recommending to the Board, all remuneration, in whatever form, payable to senior management; (k) Making recommendation to the Board in relation to the appointment, promotion and removal of the senior management; 264(l) Performing such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended; (m) Engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy; (n) Analyzing, monitoring and reviewing various human resource and compensation matters; (o) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; (p) Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including: (i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; or (ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; and (q) Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, the Companies Act, or other applicable law.” 3. Corporate Social esponsibility Committee (“CS Committee”) The CSR Committee was re-constituted pursuant to resolution of our Board dated September 26, 2025. The current constitution of the CSR Committee is as follows: Name of Director Position in the committee Designation Sushil Kumar Jain Chairperson Chairperson and Non-Executive Director Anil Kumar Agarwal Member Managing Director Ramakant Pattanaik Member Independent Director The terms of reference of the CSR Committee framed in accordance with Section 135 of the Companies Act, 2013, shall be restated as under: (a) Formulating and recommending to the Board, the policy on corporate social responsibility (“CSR”, and such policy, the “CSR Policy”), indicating the CSR activities to be undertaken as specified in Schedule VII of the Companies Act; (b) Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes; (c) Recommending the amount of expenditure to be incurred on the CSR activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company; (d) Formulating the annual action plan of the Company; (e) Delegating responsibilities to the CSR team and supervising proper execution of all delegated responsibilities; (f) Monitoring the CSR Policy and CSR programmes and their implementation by the Company from time to time and issuing necessary directions as required for proper implementation and timely completion of CSR programmes; and (g) Performing such other activities as may be delegated by the Board and/or prescribed under any law to be attended to by the Corporate Social Responsibility Committee.” 4. Stakeholders elationship Committee (“S C”) The SRC was re-constituted pursuant to resolution of our Board dated February 24, 2026. The current constitution of the SRC is as follows: Name of Director Position in the committee Designation Priya Mohpal Chairperson Independent Director 265Name of Director Position in the committee Designation Sushil Kumar Jain Member Chairperson and Non-Executive Director Akshat Agarwal Member Whole-time Director The scope and function of the SRC is in accordance with Regulation 20 of the SEBI Listing Regulations and its terms of reference are as follows: (a) Redressal of grievances of the shareholders, debenture holders and other security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints; (b) Reviewing of measures taken for effective exercise of voting rights by shareholders; (c) Investigating complaints relating to allotment of shares, approving transfer or transmission of shares, debentures or any other securities; reviewing adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent and recommending measures for overall improvement in the quality of investor services; (d) Reviewing 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; (e) Reviewing adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent; (f) Formulating procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time; (g) Approving, registering, refusing to register transfer or transmission of shares and other securities; (h) Giving effect to dematerialisation of shares and re-materialisation of shares, sub-dividing, consolidating and/or replacing any share or other securities certificate(s) of the Company, compliance with all the requirements related to shares, debentures and other securities from time to time; (i) Issuing duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company; and (j) Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations and the Companies Act or other applicable law or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties; 5. isk Management Committee (“ MC”) The RMC was constituted pursuant to resolution of our Board dated September 26, 2025. The current constitution of the RMC is as follows: Name of Director Position in the committee Designation Akshat Agarwal Chairperson Whole-time Director Sushil Kumar Jain Member Chairperson and Non-Executive Director Ramakant Pattanaik Member Independent Director The scope and function of the RMC is in accordance with Regulation 21 of the SEBI Listing Regulations and its terms of reference shall be as follows: (i) To formulate a detailed risk management policy which shall include: • framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, Environmental, Social and Governance (ESG) related risks), information, cyber security risks or any other risk as may be determined by the Committee; • Measures for risk mitigation including systems and processes for internal control of identified risks; and 266• Business continuity plan. (ii) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; (iii) To monitor and oversee implementation of the risk management policy of the Company, including evaluating the adequacy of risk management systems; (iv) To periodically review the risk management policy of the Company, at least once in two years, including by considering the changing industry dynamics and evolving complexity; (v) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken (vi) To set out risk assessment and minimization procedures and the procedures to inform the Board of the same; (vii) To frame, implement, review and monitor the risk management policy for the Company and such other functions, including cyber security; (viii) To review the status of the compliance, regulatory reviews and business practice reviews; (ix) To review and recommend the Company’s potential risk involved in any new business plans and processes; (x) To review the appointment, removal and terms of remuneration of the chief risk officer, if any; and (xi) To perform such other activities as may be delegated by the Board and/or prescribed under any law to be attended to by the Risk Management Committee.” 267Management organization chart Board of Directors 268Key Managerial Personnel and Senior Management Brief profiles of our Key Managerial Personnel In addition to Anil Kumar Agarwal, Managing Director, Rishabh Jain and Akshat Agarwal, Whole-time Directors whose details are disclosed under “– Brief profiles of our Directors” on page 256 above, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set forth below: Brijesh Kumar is the Chief Financial Officer of our Company. He has been associated with our Company since December 4, 2025. He passed has the final examination for the degree in commerce from Delhi University. He is currently involved in overseeing the financial operations of our Company. He is a member of the Institute of Chartered Accountants of India. He was previously associated with S S Kothari Mehta & Co. LLP, and Walker Chandiok & Co LLP. He has more than 5 years of experience in the field of finance and accounts. As he has been appointed in Fiscal 2026, he did not receive any remuneration in Fiscal 2025 from our Company. Rita Bisht is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since December 14, 2015. She holds a bachelors’ degree in commerce from University of Delhi and bachelors’ degree in law from Chaudhary Charan Singh University, Meerut. She is a member of the Institute of Company Secretaries of India. She is currently involved in the compliance and secretarial functions of our Company. She has more than 10 years of experience in the field of secretarial matters and corporate governance. She received a remuneration of ₹ 0.65 million in Fiscal 2025 from our Company. Brief profiles of our Senior Management In addition to Brijesh Kumar and Rita Bisht, whose details are provided in “- Brief profiles of our Key Managerial Personnel” on page 269 above, the details of other Senior Management, is set forth below: Suresh Singh Kushwaha is the Assistant General Manager- Fabrications and has been associated with us since December 9, 2024. He holds a diploma in Mechanical Engineering with specialisation in automotive technology from Board of Technical Education, Government Polytechnic, Gorakhpur, Uttar Pradesh. He is currently responsible for reviewing recommendations for special machinery, overseeing maintenance of equipment and supervising plant operations. He was previously associated with JBM Industries Limited. He has over 31 years of experience in the field of automotive and railway parts manufacturing industry. He received a remuneration of ₹ 0.55 million in Fiscal 2025 from our Company. Deepak Kumar is the Assistant General Manager- Sales and Marketing and has been associated with us since May 13, 2022. He holds a bachelor’s degree in technology (electrical engineering) from Kurukshetra University. He is currently responsible for establishing and managing teams, executing various projects of our Company. He was previously associated with PAN India Consultants Private Limited. He has over 18 years of experience in the field of engineering, sales and marketing. He received a remuneration of ₹1.98 million in Fiscal 2025 from our Company. Naveen Kumar Singh is the Assistant General Manager, Business Development and has been associated with us since November 29, 2010. He holds a bachelor’s degree in mechanical engineering from Rajiv Gandhi Proudyogiki Vishwavidyalaya, Bhopal. He is currently responsible for product development and project management. He was previously associated with Man Force Trucks Private Limited. He has over 15 years of experience in the field of business development. He received a remuneration of ₹ 1.60 million in Fiscal 2025 from our Company. Status of the Key Managerial Personnel and Senior Management All our Key Managerial Personnel and members of Senior Management are permanent employees of our Company. Retirement and termination benefits Except applicable statutory benefits, none of our Key Managerial Personnel and members of Senior Management would receive any benefits on their retirement or on termination of their employment with our Company. Family relationships of Directors with Key Managerial Personnel and Senior Management Except as stated in “Our Management – Relationship between our Directors” on page 256, none of our Key Managerial Personnel or members of Senior Management are related to any of our Directors, or Key Managerial Personnel and Senior Management of the Company. Arrangements and understanding with major Shareholders, customers, suppliers or others None of our Key Managerial Personnel and members of Senior Management have been selected pursuant to any arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others. 269Shareholding of the Key Managerial Personnel and Senior Management Except as stated in “Our Management – Shareholding of Directors in our Company” on page 259, none of the Key Managerial Personnel and members of Senior Management hold any Equity Shares as on date of this Draft Red Herring Prospectus. Service contracts with Key Management Personnel or Senior Management Our Company has not entered into any service contracts with any Key Management Personnel or Senior Management, which provide for benefits upon termination of employment. Payment or benefits to Key Managerial Personnel and Senior Management Our Company has not paid any compensation or granted any benefit on an individual basis to any of our Key Managerial Personnel or members of Senior Management (including contingent or deferred compensation) other than the remuneration as disclosed above in “– Terms of appointment of our Executive Director” and “-Key Managerial Personnel and Senior Management” on page 257 and 269 respectively. Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Our Company does not have any performance linked bonus or a profit-sharing plan for our Key Managerial Personnel and members of Senior Management as on the date of this Draft Red Herring Prospectus. Interest of Key Managerial Personnel and Senior Management Other than our Managing Director and our Whole-time Director, our Key Managerial Personnel and members of Senior Management are interested in our Company only to the extent of the remuneration or benefits to which they are entitled in accordance with the terms of their appointment or reimbursement of expenses incurred by them during the ordinary course of business by our Company or any dividend payable to them. For details of the interest of the Executive Director and Non- executive Directors of our Company, see “–Interest of Directors” on page 260. Changes in the Key Managerial Personnel and Senior Management in last three years Except as stated in “Our Management -Changes to our Board in the last three years”, the changes to our Key Managerial Personnel and Senior Managerial Personnel during the three years immediately preceding the date of this Draft Red Herring Prospectus are set forth below. Name Date of Reason appointment/cessation Brijesh Kumar December 4, 2025 Appointment as Chief Financial Officer Harsh Kumar Agrawal November 27, 2025 Resignation as Chief Financial Officer Harsh Kumar Agrawal April 4, 2025 Appointment as Chief Financial Officer Suresh Singh Kushwaha December 9, 2024 Appointment as Plant Manager Further, the attrition rate of the Key Managerial Personnel and member of Senior Management of our Company is not high as compared to our peers. Payment or benefit to officers of our Company (non-salary related) No amount or benefit has been paid or given since incorporation or intended to be paid or given to any officer of the Company, including our Key Managerial Personnel and members of Senior Management. Employee stock options Our Company has formulated employee stock option and stock purchase scheme as of the date of this Draft Red Herring Prospectus. For details about the employee stock options, see “Capital Structure- Employee Stock Option Plan” page 96. 270OUR PROMOTERS AND PROMOTER GROUP Our Promoters Pioneer Facor IT Infradevelopers Private Limited, Pioneer Fincap Private Limited, Pioneer Procon Private Limited, Pioneer Securities Private Limited, Sushil Kumar Jain, Anita Jain, Rishabh Jain, Anil Kumar Agarwal, and Akshat Agarwal 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: S. No. Name of the Promoter* Number of Equity Shares of face Percentage of the pre-Offer issued, value of ₹ 10 each* subscribed and paid-up Equity Share capital (in %) 1. Pioneer Facor IT Infradevelopers Private Limited 11,939,950 46.76 2. Pioneer Procon Private Limited 7,373,870 28.88 3. Sushil Kumar Jain 29,510 0.12 4. Anil Kumar Agarwal 767,640 3.01 5. Anita Jain 57,000 0.22 Total 20,167,970 78.99 * Pioneer Fincap Private Limited, Pioneer Securities Private Limited, Rishabh Jain, and Akshat Agarwal, do not hold any Equity Shares in our Company. For details, see “Capital Structure – Details of shareholding and share capital of our Promoters, the members of the Promoter Group and directors of our Corporate Promoters” on page 85. Details of our Promoters are as follows: Individual Promoters: Sushil Kumar Jain Sushil Kumar Jain, aged 67 years, is one of our Promoters and is also the Chairperson and Non-Executive Director of our Company. Date of Birth: August 09, 1958 Address: R-13, Nehru Enclave, Aali, Ali, South Delhi, Delhi, India– 110 019 Permanent Account Number: AAGPJ1391K For the complete profile of Sushil Kumar Jain, along with details of his age, educational qualifications, professional experience, position/posts held in the past, directorships held, other ventures and business and financial activities, see “Our Management – Board of Directors” on page 253. 271Anil Kumar Agarwal Anil Kumar Agarwal, aged 52 years, is one of the Promoters of our Company and is also the Managing Director of our Company. Date of Birth: June 21, 1973 Address: B-3/3281, Vasant Kunj, South West Delhi, Delhi, India- 110070 Permanent Account Number: ADRPA3254G For the complete profile of Anil Kumar Agarwal, along with details of his age, educational qualifications, professional experience, position/posts held in the past, directorships held, other ventures and business and financial activities, see “Our Management – Board of Directors” on page 253. Rishabh Jain Rishabh Jain, aged 37 years, is one of our Promoters and is also a Whole-time Director of our Company. Date of Birth: March 24, 1989 Address: R-13, Nehru Enclave, Kalkaji, Aali, South Delhi, Delhi, India– 110 019 Permanent Account Number: AHZPJ0142L For the complete profile of Rishabh Jain, along with details of his age, educational qualifications, professional experience, position/posts held in the past, directorships held, his other ventures and business and financial activities, see “Our Management – Board of Directors” on page 253. 272Akshat Agarwal Akshat Agarwal, aged 26 years, is one of our Promoters and is also a Whole- time Director of our Company. Date of Birth: November 29, 1999 Address: B-3/3281, Vasant Kunj, South West Delhi, Delhi, India- 110070 Permanent Account Number: EQJPA1597M For the complete profile of Akshat Agarwal, along with details of his age, educational qualifications, professional experience, position/posts held in the past, directorships held, other ventures and business and financial activities, see “Our Management – Board of Directors” on page 253. Anita Jain Anita Jain, aged 64 years, is one of the Promoters of our Company. Date of Birth: January 1, 1962 Address: R-13, Kalkaji, Nehru Enclave, Aali, South Delhi, Delhi – 110 019 Permanent Account Number: AAGPJ5000P She does not hold any formal educational qualifications. She has been associated as a director with Pioneer TCP Stock Brokers Limited. She is currently one of the partners at the partnership firm, Docman Laboratories. Our Company confirms that the permanent account numbers, bank account numbers, Aadhaar card number, driving license number* and passport number of our Individual Promoters shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. *Anita Jain does not have a driving license. Corporate Promoters 1. Pioneer Facor IT Infradevelopers Private Limited (“PFIIDPL”) Information Corporate information PFIIDPL was incorporated on June 22, 2007, as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation issued by the Registrar of Companies, Delhi and Haryana at Delhi. The registered office of PFIIDPL is situated at 5th Floor, Padma Palace, 86 Nehru Place, New Delhi, India, 110019. The CIN of PFIIDPL is U70100DL2007PTC165117. 273PFIIDPL is currently engaged in the business of purchasing of any land, plot(s) of land or immovable property or any right or interest therein either singly or jointly or in Partnership with any person(s) or body corporate or partnership firm and to develop and construct thereon residential, commercial complex or complex(es), comprising offices for sale or self-use or for earning rental income thereon by letting out individual units comprised in such building(s), and to do such other acts as authorized by its constitutional documents. Board of directors The board of directors of PFIIDPL comprises the following persons: 1. Sushil Kumar Jain; 2. Babu Ram Jain; and 3. Rishabh Jain. Capital structure The capital structure of PFIIDPL as on date of this Draft Red Herring Prospectus is as follows: Particulars Number of shares Authorised equity share capital of ₹ 10,000,000 10,000,000 of face value of ₹ 1 each Issued, subscribed and paid-up equity share capital of ₹ 8,542,700 8,542,700 of face value of ₹ 1 each Authorised preference share capital of ₹ 115,000,000 1,150,000 of face value of ₹ 100 each Issued, subscribed and paid-up preference share capital of ₹ 113,700,000 1,137,000 of face value of ₹ 100 each Shareholding pattern The shareholding pattern of PFIIDPL as on date of this Draft Red Herring Prospectus is as follows: S. No. Name of the shareholder Number of equity shares of face value Percentage of shareholding (in %) of ₹ 1 each 1. Pioneer Securities Private Limited 7,807,882 91.40 2. Pioneer Fincap Private Limited 733,818 8.59 3. Sushil Kumar Jain 1,000 0.01 Total 8,542,700 100.00 S. No. Name of the shareholder Number of preference shares of face Percentage of shareholding (in %) value of ₹ 100 each 1. Pioneer Fincap Private Limited 227,500 20.01 2. Pioneer Eserve Private Limited 653,000 57.43 3. Anita Jain 102,500 9.01 4. Sushil Kumar Jain 49,000 4.31 5. Sudha Bagrodia 75,000 6.60 6. Satish Coomar Manish Ashish Bagrodia HUF 30,000 2.64 Total 1,137,000 100.00 Financial Information (₹ in million) Sr. Particulars Fiscal No. 2025 2024 2023 1. Share capital 122.24 122.24 122.24 2. Net worth 2,508.09 818.54 750.66 3. Revenue from operations 129.81 140.56 3,433.73 4. Profit/ (loss) after tax for the year 1,166.31 (6.02) 136.33 5. Total borrowings (including lease liabilities) 556.67 687.91 1,351.96 Change in control There has been no change in control of PFIIDPL in the three years preceding the date of this Draft Red Herring Prospectus. Our Company confirms that the PAN, bank account number(s), company registration number of PFIIDPL and address of the RoC, where PFIIDPL is registered, shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. 274Details of the promoter of PFIIDPL The promoters of PFIIDPL are Pioneer Securities Private Limited, Pioneer Fincap Private Limited, Sushil Kumar Jain, and Anita Jain. For details of board of directors of Pioneer Securities Private Limited, and Pioneer Fincap Private Limited, please see “Pioneer Securities Private Limited (“PSPL”), and “Pioneer Fincap Private Limited (“PFPL”)” on pages 275 and 276 respectively. 2. Pioneer Securities Private Limited (“PSPL”) Corporate information PSPL was incorporated on November 25,1994 as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation issued by the Registrar of Companies, Delhi and Haryana at Delhi. The registered office of PSPL is situated at 503, 5th Floor, Padma Palace, 86 Nehru Place, New Delhi, India, 110019. The CIN of PSPL is U74899DL1994PTC062995. PSPL is currently engaged in the business of acting as underwriters and brokers for securities, dealing in shares and debentures, serving as lead and co-managers for new issues, and functioning as registrars and share transfer agents, providing investment advisory and portfolio management services, corporate counselling, and consulting on mergers and acquisitions, both in India and internationally, subject to regulatory approval, and do such other acts as authorised by its constitutional documents. Board of directors The board of directors of PSPL comprises the following persons: i. Sushil Kumar Jain; ii. Kumaresh Ray; and iii. Babu Ram Jain Capital structure The capital structure of PSPL as on date of this Draft Red Herring Prospectus is as follows: Particulars Number of equity shares of face value of ₹ 10 each Authorised equity share capital of ₹ 77,500,000 7,750,000 Issued, subscribed and paid-up equity share capital of ₹ 14,393,570 1,439,357 Shareholding pattern The shareholding pattern of PSPL as on date of this Draft Red Herring Prospectus is as follows: S. No. Name of the shareholder Number of equity shares of face value Percentage of shareholding (in %) of ₹ 10 each 1. Rishabh Jain 688,182 47.81 2. Anita Jain 105,764 7.35 3. Sushil Kumar Jain 90,104 6.26 4. Babu Ram Jain HUF 90,000 6.25 5. Sushil Kumar Jain HUF 89,000 6.18 6. Raghav Chandra 100 0.01 7. Pioneer Fincap Private Limited 376,207 26.14 Total 1,439,357 100.00 Financial Information (₹ in million) Sr. Particulars Fiscal No. 2025 2024 2023 1. Equity share capital 14.39 14.39 14.39 2. Net worth 2,311.93 741.72 672.62 3. Revenue from operations 147.56 160.88 3,450.89 4. Profit/ (loss) after tax for the year 44.00 0.15 931.12 5. Total borrowings (including lease liabilities) 803.09 1,163.40 1,986.47 275Change in control There has been no change in control of PSPL in the three years preceding the date of this Draft Red Herring Prospectus. Our Company confirms that the PAN, bank account number(s), company registration number of PSPL and address of the RoC, where PSPL is registered, shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. Details of the promoter of PSPL The promoters of PSPL are Pioneer Fincap Private Limited, Sushil Kumar Jain, Rishabh Jain, and Anita Jain,. For details of board of directors of Pioneer Fincap Private Limited, please see “Pioneer Fincap Private Limited (“PFPL”)” on page 276. 3. Pioneer Fincap Private Limited (“PFPL”) Corporate information PFPL was incorporated on February 13, 1998 as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation issued by the Registrar of Companies, Delhi and Haryana at Delhi. The registered office of PFPL is situated at 501-505, Padma Palace, 86 Nehru Place, New Delhi, India, 110019. The CIN of PFPL is U74899DL1998PTC092264. PFPL is currently engaged in the business of lending or advancing money, either with or without security, and arranging and negotiating loans, undertaking leasing, trading, hire purchasing, and financing and leasing operations, and to do such other acts as authorised by its constitutional documents. Board of directors The board of directors of PFPL comprises the following persons: 1. Kumaresh Ray; and 2. Ved Pal Choudhary. Capital structure The capital structure of PFPL as on date of this Draft Red Herring Prospectus is as follows: Particulars Number of equity shares of face value of ₹ 10 each Authorised equity share capital of ₹ 10,000,000 1,000,000 Issued, subscribed and paid-up equity share capital of ₹ 6,200,200 620,020 Shareholding pattern The shareholding pattern of PFPL as on date of this Draft Red Herring Prospectus is as follows: S. No. Name of the shareholder Number of equity shares of Percentage of shareholding (in %) face value ₹ 10 each 1. Rishabh Jain 109,380 17.64 2. Babu Ram Jain HUF 30,000 4.84 3. Anita Jain 480,020 77.42 4. Babu Ram Jain 620 0.10 Total 620,020 100.00 Financial Information (₹ in million) Sr. Particulars Fiscal No. 2025 2024 2023 1. Equity share capital 6.20 6.20 6.20 2. Net worth 602.02 67.35 70.86 3. Revenue from operations 10.97 10.21 9.88 4. Profit/ (loss) after tax for the year 353.97 (3.59) (1.34) 5. Total borrowings (including lease liabilities) 141.21 133.03 329.30 276Change in control There has been no change in control of PFPL in the three years preceding the date of this Draft Red Herring Prospectus. Our Company confirms that the PAN, bank account number(s), company registration number of PFPL and address of the RoC, where PFPL is registered, shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. Details of the promoter of PFPL The promoters of PFPL are Rishabh Jain and Anita Jain. 4. Pioneer Procon Private Limited (“PPPL”) Corporate information PPPL was incorporated on February 14, 2006 as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation issued by the Registrar of Companies Delhi and Haryana at Delhi. The registered office of PPPL is situated at 5th Floor Padma Place, 6 Nehru Place, New Delhi- 110019. The CIN of PFPL is U45201DL2006PTC146310. PPPL is currently engaged in the business of real estate development, construction, civil contracting and consultancy services. Board of directors The board of directors of PPPL comprises the following persons: 1. Anil Kumar Agarwal; and 2. Akshat Agarwal Capital structure The capital structure of PPPL as on date of this Draft Red Herring Prospectus is as follows: Particulars Number of shares Authorised equity share capital of ₹ 100,000 10,000 of face value of ₹ 10 each Issued, subscribed and paid-up equity share capital of ₹ 100,000 10,000 of face value of ₹ 10 each Authorised preference share capital of ₹ 200,000,000 2,000,000 of face value of ₹ 100 each Issued, subscribed and paid-up preference share capital of ₹ 48,000,000 480,000 of face value of ₹ 100 each Shareholding pattern The shareholding pattern of PPPL as on date of this Draft Red Herring Prospectus is as follows: S. No. Name of the shareholder Number of equity shares Percentage of shareholding (in %) of face value ₹ 10 each 1. Anil Kumar Agarwal 9,500 95.00 2. Akshat Agarwal 500 5.00 Total 10,000 100.00 S. No. Name of the shareholder Number of non-cumulative Percentage of shareholding (in %) redeemable preference shares of face value ₹ 100 each 1. Aztech India Private Limited 480,000 100.00 Total 480,000 100.00 Financial Information (₹ in million) Sr. No. Particulars Fiscal 2025 2024 2023 1. Share capital 48.10 48.10 0.10 2. Net worth 405.23 263.82 4.19 3. Revenue from operations - - - 4. Profit/ (loss) after tax for the year 105.19 (0.51) (0.01) 277Sr. No. Particulars Fiscal 2025 2024 2023 5. Total borrowings (including lease liabilities) - - - Change in control Except as given below, there has been no change in control of PPPL in the three years preceding the date of this Draft Red Herring Prospectus: Sushil Kumar Jain and Babu Ram Jain transferred 5,000 equity shares each of face value of ₹ 10 on February 14, 2024 to Anil Kumar Agarwal and Akshat Agarwal. Pursuant to the said transfer, Anil Kumar Agarwal holds 9,500 equity shares and Akshat Agarwal holds 500 equity shares. Our Company confirms that the PAN, bank account number(s), company registration number of PFPL and address of the RoC, where PPPL is registered, shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. Details of the promoter of PPPL The promoters of PPPL are Akshat Agarwal and Anil Kumar Agarwal. Change in control of our Company There has not been any change in control of our Company in the five years immediately preceding the date of this Draft Red Herring Prospectus. However, pursuant to a resolution dated February 24, 2026 adopted by our Board, Pioneer Facor IT Infradevelopers Private Limited, Pioneer Securities Private Limited, Pioneer Fincap Private Limited, Pioneer Procon Private Limited, Sushil Kumar Jain, Anil Kumar Agarwal, Rishabh Jain, Akshat Agarwal and Anita Jain, have been identified as Promoters. Other ventures of our Promoters Other than as disclosed in “Our Management-Board of Directors”, “Promoter Group – Entities forming part of our Promoter Group”, “History and Certain Corporate Matters- Our Subsidiaries” and “Group Company” on pages 253, 280 and 250, our Promoters are not involved in any other ventures. 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 direct or indirect shareholding in our Company, the shareholding of their relatives and entities in which our Promoters are interested and which hold Equity Shares in our Company; and (iii) the dividend payable upon such shareholding and any other distributions in respect of their shareholding in our Company or the shareholding of their relatives or such entities, if any. For further details, see “Capital Structure – Details of shareholding and share capital of our Promoters, the members of the Promoter Group and directors of our Corporate Promoters” on page 85. Additionally, our Promoters may be interested in transactions entered into by our Company or our Subsidiaries with them, their relatives or other entities (i) in which our Promoters hold shares, directly or indirectly or (ii) in which our Promoters are directors or (iii) in which are controlled by our Promoters. Further, Sushil Kumar Jain, Anil Kumar Agarwal, Akshat Agarwal and Rishabh Jain are interested in our Company as Directors and may be deemed to be interested in the remuneration, commission and sitting fees payable to them and the reimbursement of expenses incurred by them in their capacity as Directors. For further details, see “Our Management – Payment or benefits to our Director” on page 259. Further, our Promoters are also Directors on the board, or are partners, shareholders, and trustees of entities with which our Company has had related party transactions and may be deemed to be interested to the extent of the payments made by our Company, if any, to these entities. For further details, see “Restated Consolidated Financial Information – Note 36. Related party disclosure” on page 337. No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested, in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as a Director or Promoter or otherwise for services rendered by our Promoters, or by such firm or company, in connection with the promotion or formation of our Company. Our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by our Company. 278Interest in property, land, construction of building and supply of machinery Except as disclosed below and in “Restated Consolidated Financial Information – Note 36. Related party disclosure”, ‘Our Management - Interest of Directors’ and “Risk Factors” on pages 337, 260 and 18, our Promoters do not have any interest in any property acquired by our Company in the three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company or in any transaction by our Company with respect to the acquisition of land, construction of building or supply of machinery: The Registered and Corporate Office of our Company i.e. 502, Padma Palace, 86 Nehru Place, New Delhi, India- 110019, has been leased from one of our Corporate Promoters, Pioneer Fincap Private Limited. The term of the lease is for 11 months, starting from March 2026 till January 2027, with a monthly rental payment of ₹ 7,500. Our Company has paid rent aggregating to ₹ 90,000 to Pioneer Fincap Private Limited during Fiscal 2025 and Fiscal 2026 for the use of our Registered and Corporate Office. One of our site offices located at A 45-50, Sector 16, Noida, Gautumbuddha Nagar – 201301, has been leased from one of our Corporate Promoters, Pioneer Facor IT Infradevelopers Private Limited. The term of the lease is for 11 months starting from March 1, 2026 till January 31, 2027 with a monthly rental payment of ₹ 5,000. Payment or benefits to Promoters or Promoter Group Except as disclosed herein and as stated in “Restated Consolidated Financial Information – Note 36. Related party disclosure” on page 337, there has been no payment or benefits 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 Promoters have disassociated in the last three years Except for the disassociations of Sushil Kumar Jain, Anil Kumar Agarwal, Rishabh Jain and Pioneer Facor IT Infradevelopers Private Limited as disclosed below, our Promoters have not dissociated themselves from any companies or firms in the three years preceding the date of this Draft Red Herring Prospectus: Name of Disassociating Name of Company or Firm from which Reasons for and Circumstances Date of Promoter Promoter has Disassociated Leading to Disassociation Disassociation Sushil Kumar Jain Rishabh Logistics Private Limited Complete dilution of March 4, 2025 shareholding Pioneer Procon Private Limited Complete dilution of February 14, 2024 shareholding Anil Kumar Agarwal PBKB Mart India Private Limited Complete dilution of May 3, 2023 shareholding Rishabh Jain AMRS Info LLP Resigned as Designated Partner June 2, 2025 Devmiraa Private Limited Complete dilution of March 5, 2025 shareholding Derma Best Healthcare Private Limited Complete dilution of March 15, 2024 (formerly known as Avant Advanced shareholding Engineering Private Limited) Pioneer Facor IT Derma Best Healthcare Private Limited Complete dilution of September 20, 2023 Infradevelopers Private (formerly known as Avant Advanced shareholding Limited Engineering Private Limited) 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. Promoter Group In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below: Natural persons who are part of our Promoter Group The natural persons who are part of our Promoter Group, other than our Individual Promoters, are as follows: Name of our Promoter Name of member of our Promoter Group Relationship with our Individual Promoter Rishabh Jain Samiksha Jain Spouse Himani Agarwal Sister 279Name of our Promoter Name of member of our Promoter Group Relationship with our Individual Promoter Aveer Jain Son Arham Jain Son Sandeep Pal Spouse’s father Sarika Agarwal Spouse’s mother Vasundhra Gupta Spouse’s sister Sushil Kumar Jain Babu Ram Jain Father Kalawati Devi Jain Mother Kailash Chandra Jain Brother Anandi Teltia Sister Himani Agarwal Daughter Harsh Vardhan Jain Spouse’s brother Paritosh Vardhan Jain Spouse’s brother Vivek Vardhan Jain Spouse’s brother Yashovardhan Jain Spouse’s brother Raj Vardhan Jain Spouse’s brother Sunita Jain Spouse’s sister Anita Jain Harsh Vardhan Jain Brother Raj Vardhan Jain Brother Paritosh Vardhan Jain Brother Vivek Vardhan Jain Brother Yashovardhan Jain Brother Sunita Jain Sister Babu Ram Jain Spouse’s father Kalawati Devi Jain Spouse’s mother Kailash Chandra Jain Spouse’s brother Anandi Teltia Spouse’s sister Himani Agarwal Daughter Akshat Agarwal Priti Aggarwal Mother Anshita Agarwal Sister Anil Kumar Agarwal Priti Aggarwal Spouse Satyanarayan Agarwal Father Laxmidevi Mother Birendra Kumar Agarwal Brother Suresh Agrawal Brother Saroj Devi Chaudhary Sister Santosh Agrawal Sister Sunila Goyal Agrawal Sister Seema Bhartiya Sister Anshita Agarwal Daughter Chandanmal Agarwal Spouse’s father Mamta Devi Agarwal Spouse’s mother Manish Agarwal Spouse’s brother Nitu Agarwal Spouse’s Sister Entities forming part of our Promoter Group The companies, bodies corporates, HUFs, trusts and firms forming part of our Promoter Group, other than our Corporate Promoter, are as follows: 1. Akhil Bhartiya Anuvrat Nyas; 2. AMRS Info LLP; 3. Anil Agarwal & Sons HUF; 4. Ankita Agro and Food Processing Private Limited; 5. Aqua Financial Consultants Private Limited; 6. Ayaan Solarworld Private Limited; 7. Aztech India Private Limited 8. Babu Ram Jain Charitable Trust; 2809. Babu Ram Jain HUF; 10. Bhagwan Mahavir Relief Foundation Trust; 11. Bhagwan Mahavir Seva Sansthan Trust; 12. Birendra Agarwal & Sons HUF 13. Chartered Insurance Brokers Private Limited; 14. CM Agarwal & Co.; 15. CM Agarwal & Son; 16. Docman Laboratories; 17. Ethnic Food and Hospitality Private Limited; 18. Friendship Exim Trade LLP; 19. Frozen Food Processing Private Limited; 20. Manish Enterprises; 21. Mayur Auto Private Limited; 22. Mangalchandteltia HUF; 23. Mount Everest Trading House Private Limited; 24. Navika's Path to Self Discovery Private Limited; 25. New India Chemical and Pharmaceutical Works Private Limited; 26. One Marketing Solutions Private Limited; 27. PBKB Mart India Private Limited; 28. Pink and Blue Beauty Products LLP; 29. Pioneer Enliven Impex Private Limited; 30. Pioneer Eserve Private Limited; 31. Pioneer Eservices Private Limited; 32. Pioneer Global Enterprises Private Limited; 33. Pioneer Industries; 34. Pioneer Pharma; 35. Pioneer TCP Stock Brokers Limited; 36. PK Infracon Private Limited; 37. Pleasant Impex Private Limited; 38. R B Seth Jessa Ram & Bros Charitable Hospital Trust; 39. Sansun Leasing and Finance Private Limited; 40. SN Agarwal & Sons HUF 41. Simplehealthy Foods Private Limited; 42. Singular Nuts Private Limited; 28143. SJP Consultants Private Limited; 44. Solarworld Energy Solutions Limited; 45. Squad City Infra Private Limited 46. Sukirt India Foods Private Limited; 47. Sunny IT Infrasoft Private Limited; 48. Suresh Agarwal & Sons HUF 49. Sushil Kumar Jain HUF; 50. Teltia Trading Private Limited; 51. Terapanth Educational Infra Private Limited; 52. Tisoft Paper Industries; 53. Tisoft Trading House; 54. Tranquillity Developers Private Limited; 55. USUPSO Retail India Private Limited; and 56. Visionary Grainers Private Limited. 282DIVIDEND POLICY Our Company has adopted a dividend distribution policy (“Dividend Policy”) pursuant to a resolution of the Board dated January 29, 2026. In accordance with the dividend policy of our Company, our Articles of Association and the Companies Act, the Board shall determine the dividend for a particular period based on available financial resources, investment requirements and taking into account optimal shareholder return, and other parameters set out in the Dividend Policy. In terms of our Dividend Policy, the quantum of dividend, if any, and our ability to pay dividends will depend on several factors, including but not limited to internal factors, such as the profitability, liquidity position including its present and expected obligations, present and future capital expenditure plans of the Company including organic/ inorganic growth opportunities, financial commitments with respect to outstanding borrowings and interest thereon, financial requirement for business expansion and/or diversification. In addition, our ability to pay dividends may be impacted by a number of external factors, including but not limited to state of economy and capital market, applicable taxes including dividend distribution tax, and regulatory changes. Our Company has not declared and paid any dividends on the Equity Shares during the period from October 1, 2025 until the date of this Draft Red Herring Prospectus and during the six months period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023. There is no guarantee that any dividends will be declared or paid by our Company in the future. For details, see “Risk Factors – Our ability to pay dividends in the future will depend on several factors and there can be no assurance that we will declare or pay dividends on our Equity Shares” on page 52. 283SECTION VI – FINANCIAL INFORMATION RESTATED CONSOLIDATED FINANCIAL INFORMATION [The remainder of this page has intentionally been left blank] 284INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL INFORMATION To, The Board of Directors Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) 502 Padma Palace 86 Nehru Place, New Delhi India, 110019 Dear Sirs / Madam, 1. We S S Kothari Mehta & Co. LLP, Chartered Accountants (“we or “us” or “SSKM”) the joint statutory auditors of the Company, have examined the attached restated consolidated financial information of Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (the “Company” or the “Issuer”) and its subsidiary (the Company and its subsidiary together referred to as the “Group”) comprising the restated consolidated statement of assets and liabilities as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of cash flows and the restated consolidated statement of changes in equity, the summary statement of material accounting policies and other explanatory information for the half year ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023, (collectively, “restated consolidated financial information”), as approved by the Board of Directors of the Company at their meeting held on March 28, 2026 for the purpose of inclusion in the Draft Red Herring Prospectus (the “DRHP”) prepared by the Company in connection with its proposed Initial Public Offer of equity shares of face value of Rs. 10 each (“Offer”) prepared in the 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 ("SEBI ICDR Regulations"); and c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”). 2. The Company’s Board of Directors are responsible for the preparation of the restated consolidated financial information which have been approved by the Board of Directors for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (the “SEBI”), the National Stock Exchange of India Limited and BSE Limited, where the equity shares of the Company are proposed to be listed (the "Stock Exchanges") in connection with the proposed Offer. The restated consolidated financial information has been prepared by the management of the Company on the basis of preparation stated in note 2 to the restated consolidated financial information. The respective Board of Directors of the companies included in the Group are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the respective restated financial information, which have been used for the purpose of preparation of the restated consolidated financial information. The respective Board of Directors are also responsible for identifying and ensuring that the Group complies with the Act, SEBI ICDR Regulations and the Guidance Note. 3. We have examined the restated consolidated financial information taking into consideration: a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated January 08, 2025, in connection with the proposed Offer of equity shares of the Company; b) The Guidance Note which also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the restated consolidated financial information; and d) The requirements of Section 26 of the Act and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Offer. 2854. These restated consolidated financial information have been compiled by the management of the Company from the following: (a) Audited special purpose interim consolidated financial statements of the Group as at and for the six months period ended September 30, 2025, which were prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) 34 “Interim Financial Reporting” (Ind AS 34) 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, along with the presentation requirements of Division II of Schedule III to the Act (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on March 28, 2026; (b) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2025 prepared by the management in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended (referred to as “Ind AS”), and other accounting principles generally accepted in India (“audited consolidated financial statements”), which have been approved by the Board of Directors at their meeting held on September 27, 2025; (c) Audited special purpose consolidated financial statements of the Group as at and for the years ended March 31, 2024 and March 31, 2023 prepared by the management in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act and other accounting principles generally accepted in India (“special purpose consolidated financial statements”), which have been approved by the Board of Directors at their Board meetings held on March 28, 2026, which complies with the requirement of getting financial information audited by an audit firm holding a valid peer review certificate issued by the “Peer Review Board” of the ICAI as required by SEBI ICDR Regulations in relation to proposed Offer. Pursuant to the Companies (Indian Accounting Standard) Second Amendment Rules, 2015, the Group adopted March 31, 2024 as reporting date for first time adoption of Indian Accounting Standard (Ind-AS) - notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and consequently April 01, 2022 as the transition date for preparation of its statutory financial statements as at and for the year ended March 31, 2024. The financial statements as at and for the year ended March 31, 2024, were the first financial statements, prepared in accordance with Ind AS. Upto the financial year ended March 31, 2023, the Group 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” or “Statutory Indian GAAP Financial Statements”) due to which the special purpose consolidated financial statements were prepared as per the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act and other accounting principles generally accepted in India. The audit reports on the Statutory Indian GAAP financial Statements for the year ended March 31, 2023 was issued by the predecessor auditor on September 21, 2023. The special purpose consolidated financial statements as at and for the year ended March 31, 2023 has been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 01, 2022) and as per the presentation, accounting policies and grouping/classifications including the revised Schedule III disclosures followed as at and for the six- months period ended September 30, 2025 which were also used for the purpose of preparation of restated consolidated financial information. 5. As informed to us by the management of the Parent Company, the predecessor auditor did not hold a valid peer review certificate as issued by the ‘Peer Review Board’ of the ICAI and have therefore, expressed their inability to perform any work on the restated consolidated financial information, to be included in Offer Documents. Accordingly, in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, we have audited the special purpose consolidated financial statements of the Group for the year ended March 31, 2024 and March 31, 2023. 6. For the purpose of our examination, we have relied on: (a) Auditor’s report issued by us dated March 28, 2026 on the special purpose interim consolidated financial statements of the Group for the six months period ended September 30, 2025 prepared in accordance with recognition and measurement principles of Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India on which we have issued unmodified audit opinion. 286(b) Auditor’s report jointly issued by us along with the other joint auditor dated September 27, 2025 on the consolidated financial statements of the Group for the financial year ended March 31, 2025 prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act and other accounting principles generally accepted in India on which we have jointly issued unmodified audit opinion. (c) Auditor’s reports issued by us each dated March 28, 2026 on the special purpose consolidated financial statements of the Group for the financial years ended March 31, 2024 and March 31, 2023 respectively prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act and other accounting principles generally accepted in India on which we have issued unmodified audit opinion. 7. The auditors’ reports on the audited consolidated financial statements of the Group referred to in paragraph 6 above, contain the following matters which did not require any adjustment in the restated consolidated financial information: (a) The audit reports on the special purpose interim consolidated financial statements and consolidated financial statements issued by us and referred in paragraph 6 include the following Emphasis of Matter paragraphs: For the six months period ended September 30, 2025: “We draw attention to note 2.1 to the accompanying special purpose interim consolidated financial statements, which describes the basis and purpose of its preparation. These special purpose interim consolidated financial statements have been prepared by the Parent Company’s management solely for the preparation of restated consolidated financial information of the Group, to be included in the Draft Red Herring Prospectus which is to be filed by the Parent Company with Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited as per the requirements of Section 26 of Part I of Chapter III of the Act, read with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, as amended from time to time in connection with the proposed Initial Public Offer of equity shares of the Parent Company. Therefore, these special purpose interim consolidated financial statements may not be suitable for any other purpose. Our report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter.” For the year ended March 31, 2025: “The consolidated financial statements for the year ended March 31, 2024 were audited by the predecessor auditor, Lov Bhatia & Associates who had expressed an unmodified opinion on those consolidated financial statements vide their audit report dated September 07, 2024. We draw attention to note 42 of the consolidated financial statements, which more fully explains that the comparative information for the year ended March 31, 2024 and the opening balance sheet as at April 01, 2023 has been restated in accordance with "Ind AS 8: Accounting Policies, Changes in Accounting Estimates and Errors". Our opinion is not modified in respect of this matter.” For the year ended March 31, 2024: “We draw attention to note 2.1 to the accompanying special purpose consolidated financial statements, which describes the basis and purpose of its preparation. These special purpose consolidated financial statements have been prepared by the Parent Company’s management solely for the preparation of restated consolidated financial information of the Group, to be included in the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus which is to be filed by the Parent Company with Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited as per the requirements of Section 26 of Part I of Chapter III of the Act, read with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, as amended from time to time in connection with the proposed Initial Public Offer of equity shares of the Parent Company. Therefore, these special purpose consolidated financial statements may not be suitable for any other purpose. Our report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. 287Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter.” For the year ended March 31, 2023: “We draw attention to note 2.1 to the accompanying special purpose consolidated financial statements, which describes the basis and purpose of its preparation. These special purpose consolidated financial statements have been prepared by the Parent Company’s management solely for the preparation of restated consolidated financial information of the Group, to be included in the Draft Red Herring Prospectus which is to be filed by the Parent Company with Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited as per the requirements of Section 26 of Part I of Chapter III of the Act, read with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, as amended from time to time in connection with the proposed Initial Public Offer of equity shares of the Parent Company. Therefore, these special purpose consolidated financial statements may not be suitable for any other purpose. Our report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter.” Our opinion on the restated consolidated financial information is not modified in respect of above matters. (b) The report on other legal and regulatory requirements included in the auditor’s report on the consolidated financial statements of the Group as at and for year ended March 31, 2025, included the following modifications relating to the maintenance of books of account and other matters connected therewith as reproduced below: i. “In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books, except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.” ii. “The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2 (b) above on reporting under section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).” iii. “As stated in note 45 of the consolidated financial statements and based on our examination, which included test checks, except for the instances mentioned below, the Parent Company and its subsidiary company have used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software: a. The Parent Company has used an accounting software for maintaining its books of accounts for the year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has been operating for all relevant transactions recorded in the software except for one branch in which audit trail was enabled from August 10, 2024 and other branches in which audit trail was enabled from September 25, 2024. Additionally, there is no audit trail at database. However, due to the inherent limitation of the accounting software, we are unable to comment whether there were any instances of the audit trail feature been tempered during the audit period. Additionally, audit trail logs were not available in the previous year hence, we cannot comment on the preservation of the audit trail as per statutory requirements for record retention. b. One subsidiary has used an accounting software for maintaining its books of accounts for the year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has been operating for all relevant transactions recorded in the software from January 28, 2025. Additionally, there is no audit trail at database. However, due to the inherent limitation of the accounting software, we are unable to comment whether there were any instances of the audit trail feature been tempered during the audit period. Additionally, audit trail logs were not available in the previous year hence, we cannot comment on the preservation of the audit trail as per statutory requirements for record retention.” 2888. As indicated in our report referred above para 6 (b): (a) The comparative consolidated financial information of the Company for the year ended March 31, 2024 included in these consolidated financial statements for the year ended March 31, 2025, are based on the previously issued statutory consolidated financial statements prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015, specified under Section 133 and other relevant provisions of the Act audited by the predecessor auditor, Lov Bhatia & Associates whose report for the year ended March 31, 2024 dated September 07, 2024 expressed an unmodified audit opinion on those consolidated financial statements, as adjusted for the differences in the accounting principles adopted by the Company on restatement which have been audited by us. (b) The comparative consolidated financial information of the Company for the year ended March 31, 2023 included in these consolidated financial statements for the year ended March 31, 2025, are based on the previously issued consolidated statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules. 2021, specified under Section 133 and other relevant provisions of the Act audited by the predecessor auditor, Lov Bhatia & Associates whose report for the year ended March 31, 2023 dated September 21, 2023 expressed an unmodified audit opinion on those consolidated financial statements, adjusted for the differences in the accounting principles adopted by the company on restatement which have been audited by us. Our opinion on the restated consolidated financial information is not modified in respect of above matters. 9. Based on our examination and according to the information and explanations given to us, we report that the restated consolidated 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 March 31, 2025, March 31, 2024, and March 31, 2023 to reflect the same accounting policies and grouping/classifications followed as at and for the half year ended September 30, 2025; Does not contain any qualification requiring adjustments for the matters mentioned in paragraph 7 above. However, those qualifications / observations in the other matters para and Companies (Auditor's Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, if any and which do not require any corrective adjustments in the restated consolidated financial information have been disclosed in note 46 to the restated consolidated financial information; and b) Have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note. 10. We have not audited any financial statements of the Group as at any date or for any period subsequent to September 30, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as at any date or for any period subsequent to September 30, 2025. 11. The restated consolidated financial information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the financial statements mentioned in paragraph 6 above. 12. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein. 13. We have no responsibility to update our report for events and circumstances occurring after the date of the report. 14. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India, and the Stock Exchanges in connection with the proposed Offer. 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. 289For S S Kothari Mehta & Co. LLP Chartered Accountants Firm Registration No: 000756N/N500441 Sunil Wahal Partner Membership No: 087294 Place: New Delhi Dated: March 28, 2026 UDIN: 26087294GHGTDC2078 290Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Restated consolidated statement of assets and liabilities (All amounts in Rs. million, unless otherwise stated) Note no As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 A. ASSETS Non-current assets (a) Property, plant and equipment 3.1 675.57 628.40 6 24.78 603.20 (b) Capital work-in-progress 3.2 29.20 1 8.28 - 42.60 (c) Right-of-use assets 3.3 295.60 - - - (d) Financial assets: (i) Other financial assets 5 113.97 190.64 2 3.69 29.23 (e) Deferred tax assets (net) 4 - - - 0 .19 (f) Other non-current assets 6 60.31 1 9.30 7 .16 - Total non-current assets 1 ,174.65 856.62 6 55.63 675.22 Current assets (a) Inventories 7 543.26 357.90 4 23.61 236.24 (b) Financial assets: (i) Trade receivables 8 237.75 312.83 2 91.80 201.08 (ii) Cash and cash equivalents 9 31.01 2 7.96 3 5.81 11.65 (iii) Bank balances other than cash and cash equivalents 10 820.94 605.96 1 58.64 101.77 (iv) Loans 11 0 .16 0 .54 5 1.91 75.49 (v) Other financial assets 12 44.41 4 4.82 1 26.69 124.32 (c) Other current assets 13 109.30 4 8.22 6 7.77 93.02 Total current assets 1 ,786.83 1,398.23 1 ,156.23 843.57 Total assets 2 ,961.48 2,254.85 1 ,811.86 1 ,518.79 B. EQUITY AND LIABILITIES Equity (a) Equity share capital 14 255.34 255.34 2 55.34 255.34 (b) Other equity 15 1 ,364.28 1,141.88 7 71.97 542.70 Equity attributable to owners of the Parent Company 1 ,619.62 1,397.22 1 ,027.31 798.04 Non-controlling interest 15 284.22 252.43 2 23.52 188.85 Total equity 1 ,903.84 1,649.65 1 ,250.83 986.89 Liabilities Non-current liabilities (a) Financial liabilities: (i) Borrowings 16 - 1 .91 2 1.68 67.62 (ii) Lease liabilities 3.3 124.54 - - - (b) Provisions 17 24.95 3 2.39 2 6.66 12.86 (c) Deferred tax liabilities (net) 4 4 .06 1 9.29 1 6.60 - Total non-current liabilities 153.55 5 3.59 6 4.94 80.48 Current liabilities (a) Financial liabilities: (i) Borrowings 16 188.68 183.54 63.40 150.41 (ii) Lease liabilities 3.3 93.51 - - - (iii) Trade payables 18 Total outstanding dues of micro enterprises and small enterprises; 95.56 7 1.62 1 33.08 80.89 and Total outstanding dues of creditors other than micro enterprises 347.19 225.32 240.85 186.73 and small enterprises (iv) Other financial liabilities 19 47.80 9 .57 9 .11 8 .31 (b) Other current liabilities 20 40.24 1 8.45 1 2.60 10.86 (c) Provisions 21 32.16 3 6.05 2 0.98 10.05 (d) Current tax liabilities (net) 22 58.95 7 .06 1 6.07 4 .17 Total current liabilities 904.09 551.61 4 96.09 451.42 Total liabilities 1 ,057.64 605.20 5 61.03 531.90 Total equity and liabilities 2 ,961.48 2,254.85 1 ,811.86 1 ,518.79 Basis of preparation and material accounting policies 2 The accompanying notes form an integral part of these restated consolidated financial information. As per our report of even date attached For and on behalf of the Board S S Kothari Mehta & Co. LLP Pioneer Fil-Med Limited Chartered Accountants (Formerly known as Pioneer Fil-Med Private Limited) Firm's Registration No. 000756N/N500441 Rishabh Jain Anil Kumar Agarwal Sunil Wahal Whole-Time Director Managing Director Membership No. 087294 DIN : 05115384 DIN : 00002193 Partner Place: New Delhi Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 Date: March 28, 2026 Rita Bisht Brijesh Kumar Company Secretary Chief Financial Officer Membership No. A40976 Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 291Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Restated consolidated statement of profit and loss (All amounts in Rs. million, unless otherwise stated) Note no For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 INCOME (a) Revenue from operations 2 3 1 ,560.63 3 ,264.18 2 ,329.80 8 60.67 (b) Other income 2 4 3 6.78 4 7.07 2 6.26 4 3.13 Total Income 1 ,597.41 3 ,311.25 2 ,356.06 9 03.80 EXPENSES (a) Cost of materials consumed 2 5 1 ,041.47 2 ,167.95 1 ,573.38 5 77.03 (b) Purchase of stock-in-trade 2 6 0 .42 - 3 7.11 - (c) Changes in inventories of finished goods, stock-in-trade and 2 7 ( 30.45) 6 9.19 ( 146.49) (46.00) work-in progress (d) Employee benefits expenses 2 8 6 7.56 1 20.17 1 10.26 7 6.79 (e) Finance costs 2 9 1 2.58 1 3.59 1 4.09 1 4.77 (f) Depreciation and amortization expense 3 0 2 1.58 4 1.19 4 7.29 2 2.20 (g) Other expenses 3 1 1 45.58 3 31.75 3 60.08 1 85.03 Total expenses 1 ,258.74 2 ,743.84 1 ,995.72 8 29.82 Profit before share of profit of joint venture and tax 3 38.67 5 67.41 3 60.34 7 3.98 Share of profit of joint venture - - - 5 5.77 Profit before tax 3 38.67 5 67.41 3 60.34 1 29.75 Tax expense: (a) Current tax 3 2 89.88 178.24 83.16 21.13 (b) Tax pertaining to earlier years 10.00 - 1.15 1.57 (c) Deferred tax (credit)/charge 4 (15.27) (15.21) 12.12 (4.67) Total tax expense 8 4.61 1 63.03 9 6.43 1 8.03 Profit for the period/year 2 54.06 4 04.38 2 63.91 1 11.72 Other comprehensive income Items that will not be reclassified to profit or loss Gain on remeasurements of defined benefit plans 0.17 2.83 0.04 0.78 Income tax relating to items that will not be classified to profit or loss (0.04) (0.70) (0.01) (0.19) Total other comprehensive income for the period/year (net of tax) 0 .13 2 .13 0 .03 0 .59 Total comprehensive income for the period/year 2 54.19 4 06.51 2 63.94 1 12.31 Profit for the period/year attributable to Owners of the Parent Company 2 22.33 3 67.74 2 29.21 1 09.40 Non-controlling interests 3 1.73 3 6.64 3 4.70 2 .32 2 54.06 4 04.38 2 63.91 1 11.72 Other comprehensive income for the period/year attributable to Owners of the Parent Company 0 .07 2 .17 0 .06 0 .62 Non-controlling interests 0 .06 ( 0.04) ( 0.03) (0.03) 0 .13 2 .13 0 .03 0 .59 Total comprehensive income for the period/year attributable to Owners of the Parent Company 2 22.40 3 69.91 2 29.27 1 10.02 Non-controlling interests 3 1.79 3 6.60 3 4.67 2 .29 2 54.19 4 06.51 2 63.94 1 12.31 Earnings per equity share (Face value of Rs. 10 each) * (six months ended earning per share not annualized) (a) Basic (Rupee)* 38 8 .71 1 4.40 8 .98 4 .28 (b) Diluted (Rupee)* 38 8 .71 1 4.40 8 .98 4 .28 Basis of preparation and material accounting policies 2 The accompanying notes form an integral part of these restated consolidated financial information. As per our report of even date attached For and on behalf of the Board S S Kothari Mehta & Co. LLP Pioneer Fil-Med Limited Chartered Accountants (Formerly known as Pioneer Fil-Med Private Limited) Firm's Registration No. 000756N/N500441 Rishabh Jain Anil Kumar Agarwal Sunil Wahal Whole-Time Director Managing Director Membership No. 087294 DIN : 05115384 DIN : 00002193 Partner Place: New Delhi Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 Date: March 28, 2026 Rita Bisht Brijesh Kumar Company Secretary Chief Financial Officer Membership No. A40976 Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 292Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Restated consolidated statement of cash flows (All amounts in Rs. million, unless otherwise stated) For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 A. Cash flow from operating activities Net profit before tax 338.67 567.41 3 60.34 1 29.75 Adjustment for: Share of profit of joint venture - - - (55.77) Depreciation and amortization expense 21.58 41.19 47.29 22.20 Net gain on sale of property, plant and equipment - (0.07) - - Finance costs 12.58 13.59 14.09 14.77 Provision for warranty 11.39 24.67 18.07 6.84 Provision for onerous contract - 1.31 11.22 - Sundry balance written back (5.05) - - (9.09) Bad debts written off 0.53 0.55 3.35 - Rental income - (3.85) (4.07) (3.27) Loss/(gain) on foreign currency transactions and translation (net) 3.19 0.39 (3.17) 0.51 Other non cash items - 17.20 4.66 19.94 Interest income (31.73) (42.72) (18.49) (16.92) Operating profit before working capital changes 351.16 619.67 433.29 108.96 Working capital adjustments: Decrease/ (Increase) in inventories (185.36) 65.71 (187.37) (133.70) Decrease/ (Increase) in trade receivables 74.55 (21.57) (94.07) (2.31) Decrease/ (Increase) in other financial assets 0.41 81.87 (2.37) (114.96) Decrease/ (Increase) in other current asset (61.08) 19.55 25.26 (30.28) Increase/ (Decrease) in trade payables 147.67 (77.37) 109.47 161.90 Increase in other financial liabilities 1.22 0.46 0.79 7.72 Increase/ (Decrease) in other current liabilities 21.79 5.86 1.73 (45.84) Increase/ (Decrease) in provisions (25.01) (7.22) (7.52) 1.03 Cash generated from/ (used in) operations 325.35 686.96 279.21 (47.48) Income tax paid (net) (47.99) (187.28) (72.39) (18.54) Net Cash generated from/(used in) operating activities (A) 277.36 499.68 206.82 (66.01) B. Cash flow from investing activities Purchase of property, plant and equipment and capital work in progress (net of capital advances and capital payables) (82.89) (75.33) (33.44) (15.18) Payment for business combination (refer note 43) - - - (185.45) Payment for acquiring right-of-use assets (refer note 3.3) (83.08) - - - Proceeds from sale of property, plant and equipment - 0.17 - - Fixed deposits made (311.26) (668.66) (194.48) (90.56) Fixed deposits matured 195.88 85.72 146.61 175.17 Loans given (1,200.00) (100.88) (20.09) (50.75) Repayment received of loans given 1,200.00 152.35 49.00 132.06 Rental income - 3.85 4.07 3.27 Interest income 9.18 11.30 9.71 13.32 Net cash used in investing activities (B) (272.17) (591.48) (38.62) (18.12) C. Cash Flow From Financing Activities Repayment of long term borrowings (9.68) (27.03) (47.74) (33.73) Proceeds from/(repayment of) short term borrowings (net) 12.91 127.40 (85.21) 74.22 Dividend paid - (7.69) - - Finance costs paid (5.37) (8.73) (11.09) (12.68) Net Cash generated from/ (used in) financing activities (C) (2.14) 83.95 (144.04) 27.81 Net increase/ (decrease) in cash and cash equivalents (A+B+C) 3.05 (7.85) 24.16 (56.32) Cash and cash equivalents at the beginning of period/year 27.96 35.81 11.65 64.21 Add: Cash and cash equivalents from business acquisition (refer note 43) - - - 3.76 Cash and cash equivalents at the end of period/year 31.01 27.96 35.81 11.65 Notes to cash flow statement (i) Components of cash and cash equivalents considered only for the purpose of cash flow statement (refer note 10) For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (a) Balances with banks: In current accounts 30.90 27.65 35.59 0.19 (b) Cash on hand 0.11 0.31 0.22 11.46 Total 31.01 27.96 35.81 11.65 293Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Restated consolidated statement of cash flows (All amounts in Rs. million, unless otherwise stated) (ii) Changes in liabilities arising from financing activities This section provides reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities: As at Cash flow from Non-Cash changes As at Current Dividend Particulars April 01, 2025 financing activities Addition of lease contracts Lease rentals paid Finance costs September 30, 2025 maturities declared Long term borrowings 1 .91 (9.68) 7.77 - - - - - Short term borrowings 1 83.54 12.91 (7.77) - - - - 188.68 Lease liabilities - - - - 213.30 - 4.75 218.05 Interest accrued - (5.37) - - - - 5.37 - Total 1 85.45 (2.14) - - 213.30 - 10.12 406.73 As at Cash flow from Non-Cash changes As at Current Dividend Particulars April 01, 2024 financing activities Addition of lease contracts Lease rentals paid Finance costs March 31, 2025 maturities declared Long term borrowings 2 1.68 (27.03) 7.26 - - - - 1.91 Short term borrowings 6 3.40 127.40 (7.26) - - - - 183.54 Dividend - (7.69) - 7.69 - - - - Interest accrued - (8.73) - - - - 8.73 - Total 8 5.08 83.95 - 7.69 - - 8.73 185.45 As at Cash flow from Non-Cash changes As at Current Dividend Particulars April 01, 2023 financing activities Addition of lease contracts Lease rentals paid Finance costs March 31, 2024 maturities declared Long term borrowings 6 7.62 (47.74) 1.80 - - - - 21.68 Short term borrowings 1 50.41 (85.21) (1.80) - - - - 63.40 Interest accrued - (11.09) - - - - 11.09 - Total 2 18.03 (144.04) - - - - 11.09 85.08 As at Cash flow from Non-Cash changes As at Current Dividend Particulars April 01, 2022 financing activities Addition of lease contracts Lease rentals paid Finance costs March 31, 2023 maturities declared Long term borrowings 8 4.52 (33.73) 16.83 - - - - 67.62 Short term borrowings 9 2.66 74.22 (16.83) - - - 0.36 150.41 Interest accrued - (12.68) - - - - 12.68 - Total 1 77.18 27.81 - - - - 13.04 218.03 (iii)The restated consolidated statement of cash flows has been prepared under the indirect method as set out in the Ind AS 7 "Statement of Cash Flows". Basis of preparation and material accounting policies 2 The accompanying notes form an integral part of these restated consolidated financial information. As per our report of even date attached For and on behalf of the Board S S Kothari Mehta & Co. LLP Pioneer Fil-Med Limited Chartered Accountants (Formerly known as Pioneer Fil-Med Private Limited) Firm's Registration No. 000756N/N500441 Rishabh Jain Anil Kumar Agarwal Sunil Wahal Whole-Time Director Managing Director Membership No. 087294 DIN : 05115384 DIN : 00002193 Partner Place: New Delhi Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 Date: March 28, 2026 Rita Bisht Brijesh Kumar Company Secretary Chief Financial Officer Membership No. A40976 Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 294Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Restated consolidated statement of changes in equity (All amounts in Rs. million, unless otherwise stated) A. Equity share capital Number of Shares Amount As at April 01, 2022 2 ,55,33,600 2 55.34 Change in equity share capital during the year - - As at March 31, 2023 2 ,55,33,600 2 55.34 Change in equity share capital during the year - - As at March 31, 2024 2 ,55,33,600 2 55.34 Change in equity share capital during the year - - As at March 31, 2025 2 ,55,33,600 2 55.34 Change in equity share capital during the period - - As at September 30, 2025 2 ,55,33,600 2 55.34 B. Other equity Particulars Reserves & Surplus Total attributable to Total attributable the owners of the to non controlling Total Retained Earnings Security Premium Capital reserve Parent Company interest As at April 01, 2022 3 66.29 41.96 - 408.25 - 4 08.25 Addition during the year: Add: Capital reserve on business combination - - 2 4.43 24.43 - 2 4.43 Add: Fair value of non-controlling interests - - - - 1 86.56 1 86.56 Add: Profit for the year 1 09.40 - - 109.40 2 .32 1 11.72 Add: Other comprehensive income/ (loss) (net of tax) 0 .62 - - 0.62 (0.03) 0 .59 Balance as at March 31, 2023 4 76.31 41.96 2 4.43 542.70 1 88.85 7 31.55 Addition during the year: - - Add: Profit for the year 2 29.21 - - 229.21 3 4.70 2 63.91 Add: Other comprehensive income (net of tax) 0 .06 - - 0.06 (0.03) 0 .03 Balance as at March 31, 2024 7 05.58 41.96 2 4.43 771.97 2 23.52 9 95.49 Addition during the year: - - Add: Profit for the year 3 67.74 - - 367.74 3 6.64 4 04.38 Add: Other comprehensive income (net of tax) 2 .17 - - 2.17 (0.04) 2 .13 Less: Dividend paid - - - - (7.69) (7.69) Balance as at March 31, 2025 1 ,075.49 41.96 2 4.43 1,141.88 2 52.43 1 ,394.31 Addition during the period: - - Add: Profit for the period 2 22.33 - - 222.33 3 1.73 2 54.06 Add: Other comprehensive income (net of tax) 0 .07 - - 0.07 0 .06 0 .13 Balance as at September 30, 2025 1 ,297.89 41.96 2 4.43 1,364.28 2 84.22 1 ,648.50 Refer note 15 for nature and purpose of reserves Basis of preparation and material accounting policies 2 The accompanying notes form an integral part of these restated consolidated financial information. As per our report of even date attached S S Kothari Mehta & Co. LLP For and on behalf of the Board Chartered Accountants Pioneer Fil-Med Limited Firm's Registration No. 000756N/N500441 (Formerly known as Pioneer Fil-Med Private Limited) Sunil Wahal Rishabh Jain Anil Kumar Agarwal Membership No. 087294 Whole-Time Director Managing Director Partner DIN : 05115384 DIN : 00002193 Place: New Delhi Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 Date: March 28, 2026 Rita Bisht Brijesh Kumar Company Secretary Chief Financial Officer Membership No. A40976 Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 295Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) 1. Corporate information Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (the ‘Parent Company’) is a public company domiciled in India & was incorporated on December 15, 1997, under the provision of Companies Act, 1956 (‘the Act’) with it’s registered office at 502, Padma Palace, 86, Nehru Place, South Delhi, New Delhi-110019, India. The status of the Company has been changed from Private Limited to Public Limited as per the approval received from Registrar of Companies on February 14, 2025, and consequently the name of the Company has been changed to Pioneer Fil-Med Limited. The Parent Company together with it’s subsidiary (collectively referred to as ‘the Group’) are primarily engaged in the business of manufacturing and selling of brake discs, air filters, traction motors, traction alternators and other rail equipment and turnkey contracts for metro and other projects. 2. Material accounting policies 2.1 Statement of compliance and basis of preparation The restated consolidated financial information of the Group comprise the restated consolidated statement of assets and liabilities as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of cash flows, the restated consolidated statement of changes in equity for the six months period ended September 30, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, material accounting policies and explanatory notes (collectively, the ‘Restated consolidated financial information’), and have been prepared by the management specifically for inclusion in Draft Red Herring Prospectus (DRHP) to be filed by the Parent Company with Securities and Exchange Board of India (“SEBI”) in connection with proposed Initial public Offering (‘IPO’). These restated consolidated financial information were approved by the Board of Directors on March 28, 2026. The restated consolidated financial information have been prepared to comply in all material aspects with the requirements of: a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act"); b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended (the “Guidance Note”). The restated consolidated financial information have been prepared to comply in all material respects with the Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) amendment Rules 2016 (as amended from time to time), presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), 296Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) as applicable to the consolidated financial statements and other relevant provisions of the Act. Act. These restated consolidated financial information have been compiled by the management from: I. Special purpose interim consolidated financial statements of the Group as at and for the six months period ended September 30, 2025 prepared in accordance with the Indian Accounting Standards, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended (referred to as “Ind AS”), and other accounting principles generally accepted in India including the requirements of the Act, which has been approved by the Board of Directors at their meeting held on March 28, 2026. II. Audited consolidated financial statements of the Group as at and for the year ended March 31, 2025, which were prepared to comply in all material respects with the Indian Accounting Standards (Ind-AS) notified under the section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) which have been approved by the Board of Directors at their meeting held on September 27, 2025. III. Special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2024 prepared in accordance with Ind AS, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other recognised accounting practices and policies generally accepted in India including the requirements of the Act, which has been approved by the Board of Directors at their meeting held on March 28, 2026; and IV. Special Purpose Consolidated Financial Statements of the Group as at and for the year ended March 31, 2023, prepared as per following basis: The special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023, have been prepared by the management of the Group in accordance with Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (‘Previous GAAP’ or ‘Indian GAAP’) after giving effect to accounting policy and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Indian Accounting Standards 101 ‘First-time Adoption of Indian Accounting Standards’ (Ind AS 101)) as initially adopted on transition date i.e. 01 April 2022. These special purpose financial statements have been approved by the Board of Directors on March 28, 2026. Suitable restatement adjustments (both re-measurements and reclassifications) as per Ind AS 101, are made to these Financial Statements for the year ended March 31, 2023. Pursuant to the Companies (Indian Accounting Standard) Second Amendment Rules, 2015, the Group voluntarily adopted March 31, 2024, as reporting date for first time adoption of Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time), and consequently April 01, 2022, as the transition date for preparation of its statutory financial statements for the year ended March 31, 2024. Hence, the general purpose financial statements for the year ended March 31, 2024, were the first financials statements, prepared in accordance with Ind AS. Upto the financial year ended March 31, 2023, the Group had prepared its general purpose financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with Companies (Accounting Standards) Rules, 2021 (“Indian GAAP” or “Previous GAAP”). 'In pursuance to general 297Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) directions received from Securities and Exchange Board of India (SEBI) vide their email dated October 28, 2021 received by the Book Running Lead Managers ('BRLMs') of the Company through Association of Investment Bankers of India (AIBI), as shared with us, these special purpose financial statements have been prepared solely for the purpose of preparation of restated consolidated financial information for inclusion in Offer document in relation to the proposed IPO. As such these Special Purpose Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated Consolidated Financial Information and are also not financial statements prepared pursuant to any requirements under section 129 of the Companies Act, 2013, as amended. The accounting policies have been consistently applied by the Group in preparation of the restated consolidated financial information and are consistent with those adopted in the preparation of financial statements for the six months period ended September 30, 2025. This restated consolidated financial information does not reflect the effects of events that occurred subsequent to the respective dates of board meeting held to approve and adopt the audited special purpose financial statements as mentioned above. The restated consolidated financial information have been prepared so as to contain information/disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations: a. Adjustments to the profits or losses of the earlier periods and of the period in which the change in the accounting policy has taken place, recomputed to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these periods, if any; b. Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the Restated Financial Information of the Group for the six months ended September 30, 2025 and the requirements of the ICDR Regulations, if any; and c. The resultant impact of tax due to the aforesaid adjustments, if any. 2.2 Basis of measurement The consolidated financial statements are prepared on going concern, accrual and historical cost basis except for the following assets and liabilities which have been measured at fair value: •Defined benefit plans-plan assets measured at fair value. 2.3 Functional & presentational currency The consolidated financial statements have been presented in Indian Rupees (Rs. or INR), which is also the Group’s functional currency. All amounts have been rounded off to the nearest millions and decimals thereof, unless otherwise mentioned. 298Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) 2.4 Basis of consolidation Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: a)has power over the investee b)is exposed to, or has rights, to variable returns from its involvement with the investee; and c)has the ability to use its power to affect its returns. Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: a)The contractual arrangement with the other vote holders of the investee; b)Rights arising from other contractual arrangements; c)The Group’s voting rights and potential voting rights; and d) The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders. The Group reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of subsidiaries begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiaries. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the restated consolidated statement of profit and loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary. Consolidation procedure: Subsidiary: a) Combine items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiaries are based on the amounts of the assets and liabilities recognized in the restated consolidated financial information at the acquisition date. b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group (profits or losses resulting from intragroup transactions that are recognized in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the restated consolidated financial information. Ind As 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions d) The interest of non-controlling shareholders is initially measured either at fair value or at the noncontrolling interests’ proportionate share of the acquiree’s identifiable net assets. The choice 299Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity of subsidiaries. Profit or loss and each component of other comprehensive income are attributed to the owners of the Group and to the non-controlling interests. The total comprehensive income of subsidiary is attributed to the owners of the Group and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. Joint venture: a) The Group’s investments in its joint venture are accounted for using the equity method. Under the equity method, the investment in its joint venture is initially recognized at cost. Goodwill relating to its joint venture is included in the carrying amount of the investment and is not tested for impairment individually. The statement of profit and loss reflects the Group’s share of the results of operations of its joint ventures The aggregate of the Group’s share of profit or loss of its joint venture is shown on the face of the restated consolidated statement of profit and loss. b) If an entity’s share of losses of joint venture equals or exceeds its interest in its joint venture (which includes any long term interest that, in substance, form part of the Group’s net investment in its joint venture), the entity discontinues recognising its share of further losses. c) Upon loss of significant influence over its joint venture, the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss. 2.5 Current vs non-current classifications The Group presents assets and liabilities in the consolidated financial statements based on current / non- current classification. An asset is classified as current when it satisfies any of the following criteria: a) it is expected to be realized in, or is intended for sale or consumption in, the Group normal operating cycle. b)it is held primarily for the purpose of being traded; c)it is expected to be realized within 12 months after the reporting date; or d)it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date. All other assets are classified as non-current. A liability is classified as current when it satisfies any of the following criteria: a)it is expected to be settled in the Group’s normal operating cycle; b)it is held primarily for the purpose of being traded; 300Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) c) it is due to be settled within 12 months after the reporting date; or the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. All other liabilities are classified as non-current. The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. Deferred tax assets and liabilities are classified as non-current only. 2.6 Use of estimates, assumptions and judgements The preparation of the consolidated financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions. These estimates, judgments 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 consolidated financial statements and reported amounts of revenues and expenses during the period. Accounting estimates could change from period to period. Actual results could differ from those 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 consolidated financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements. 2.7 Fair value measurement Certain accounting policies and disclosures of the Group require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. The valuation team regularly reviews significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: -Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. -Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. 301Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) 2.8 Business combination Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognized in restated consolidated statement of profit and loss as incurred at the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Where the fair value of the identifiable assets and liabilities exceed the cost of acquisition, after re-assessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve on consolidation. 2.9 Goodwill Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognizes the gain directly in equity as capital reserve, without routing the same through OCI. Goodwill is not amortized but is reviewed for impairment at least annually. For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units or Group’s of cash-generating units that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized in the Restated Consolidated Statement of Profit and Loss. An impairment loss recognized for goodwill is not reversed in subsequent periods. 2.10 Revenue recognition Revenue from sale of goods Revenue for sale of products mainly comprises of brake discs, air filters and other railway equipment. Revenue is recognized at point of time when the control of the same is transferred to the customer and it is probable that the Group will collect the consideration to which it is entitled for the exchanged goods. 302Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) The point at which control passes is determined based on the terms and conditions by each customer arrangement. Sale of Services Revenue from service contracts are recognized in the accounting period in which the services are rendered. Where the contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on the standalone selling price and revenue is recognized at point in time on fulfillment of respective performance obligation. In case, the service contracts include one performance obligation revenue is recognized based on the actual service provided to the end of the reporting period as proportion of the total services to be provided. This is determined based on the actual expenditure incurred to the total estimated cost. Revenue from services rendered is recognized as the services are rendered and is booked based on agreement / arrangements with the concerned parties. Revenue from construction/project related activity Contract revenue is recognized over time to the extent of performance obligation satisfied and control is transferred to the customer. Contract revenue is recognized at allocable transaction price which represents the cost of work performed on the contract plus proportionate margin, using the percentage of completion method. Percentage of completion is the proportion of cost of work performed to-date, to the total estimated contract costs. With respect to contracts, where the outcome of the performance obligation cannot be reasonably measured, but the costs incurred towards satisfaction of performance obligation are expected to be recovered, the revenue is recognized only to the extent of costs incurred. Revenue from operation and maintenance Revenue from operation & maintenance is recognized as the proportion of the total period of services contract that has elapsed at the end of the reporting period. Contract balances (i) Contract liabilities A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or the amount is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs under the contract. (ii) Trade receivables A receivable represents the Group’s right to an amount of consideration that is unconditional (i .e., only the passage of time is required before payment of the consideration is due). (iii) Contract assets A contract asset is the right to consideration in exchange for goods or services transferred to customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. 303Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) 2.11 Other income Interest Income from bank deposits: Interest income is accrued on a time proportion basis by reference to the principal outstanding and the effective interest rate. Rental income Rental income arising from operating leases is accounted for on a straight- line basis over the lease terms and is included in other income in the statement of profit or loss due to its non-operating nature. Dividend income Dividends are recognized in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be measured reliably. Other items of income are accounted as and when the right to receive arises and it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. 2.12 Property, plant and equipment i)Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses if any, cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located. Capital work- in- progress includes cost of property, plant and equipment under installation / under development as at the balance sheet date. ii)Subsequent expenditure Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statements of profit and loss for the period during which such expenses are incurred. iii)Depreciation and useful lives Depreciation on property, plant and equipment is calculated using the written down value method (WDV) over the estimated useful life of property, plant and equipment which coincide with Schedule II to the Companies Act, 2013. Estimated useful life of the assets is given below: Tangible assets Useful life Plant and equipment 8-15 Years Furniture and fixtures 10 Years Office equipment 5 Years Computers 3 Years 304Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) Motor vehicles 8-10 Years Building 60 Years iv)Gain and loss on disposal of item of property, plant and equipment Property, plant rind equipment are eliminated from consolidated financial statements, either on disposal or when retired from active use. Losses/gains arising in case retirement/disposals of property, plant and equipment are recognized in the statement of profit and loss in the year of occurrence. v)Residual values The Group reviews the residual value, useful lives and depreciation method annually and, if expectations differ from previous estimates, the change is accounted for as a change in accounting estimate on a prospective basis. 2.13 Inventories Inventories are stated at the lower of cost and net realizable value. a) Raw materials, components, stores, spares and loose tools: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on cost is determined on ‘First in First Out’ (“FIFO”) method. b) Cost of finished goods include cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs. Cost is determined on ‘First in First Out’ (“FIFO”) method. c) Cost of traded goods include purchase cost and inward freight. Costs are determined on ‘First in First Out’ (“FIFO”) method. Assessment of net realizable 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 realizable 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 realizable value. 2.14 Financial instruments Financial assets and/or financial liabilities are recognized when the Group becomes party to a contract embodying the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are initially measured at fair value excepting for trade receivables not containing a significant financing component are initially measured at transaction price. Transaction costs that are attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from as the case may be, the fair value of such financial assets or liabilities, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized in profit or loss. 305Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) A financial asset and a financial liability are offset and presented on net basis in the balance sheet when there is a current legally enforceable right to set-off the recognized amounts and it is intended to either settle on net basis or to realise the asset and settle the liability simultaneously. Subsequent measurement of financial assets and financial liabilities is described below. I. Financial assets Classification and subsequent measurement for the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition: (i)Financial assets at amortized cost – a financial instrument is measured at amortized cost if both the following conditions are met: The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest method. (ii)Financial assets at fair value Investments in equity instruments – All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at fair value through profit and loss ('FVTPL"). For all other equity instruments, the Group decides to classify the same either as at fair value through other comprehensive income ("FVOCI") or FVTPL. The Group makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable. If the Group decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to profit or loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity. Dividends on such investments are recognized in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the profit or loss. De-recognition of financial assets Financial assets (or where applicable, a part of financial asset or part of a Group of similar financial assets) are derecognised from the statement of Assets and Liabilities when the contractual rights to receive the cash flows from the financial asset have expired, or when the financial asset and substantially all the risks and rewards are transferred. The Group also derecognizes the financial asset if it has both transferred the financial asset and the transfer qualifies for derecognition. II.Financial liabilities Initial recognition Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held for trading. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in statement of profit and loss. 306Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) Subsequent measurement After initial recognition, the financial liabilities are subsequently measured at amortized cost using the effective interest rate ("EIR") method. Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The effect of EIR amortization is included as finance costs in the statement of profit and loss. De-recognition of financial liabilities A financial liability is de-recognized when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss. III. Impairment of financial assets In accordance with Ind AS 109, the Group uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of financial assets other than those measured at 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) Outstanding customer receivables are regularly monitored. The Group periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical data and ageing of accounts receivable. The Group creates allowance for unsecured receivables based on historical credit loss experience, industry practice and business environment in which the entity operates and is adjusted for forward looking information. Subsequently when the Group is satisfied that no recovery of such losses is possible, the financial asset is considered irrecoverable and the amount charged to the allowance account is then written off against the carrying amount of the impaired financial asset. IV. Impairment of non-financial assets As at the end of each financial year, the carrying amounts of PPE, investment property and intangible assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, PPE, investment property and intangible assets are tested for impairment so as to determine the impairment loss, if any. Goodwill is tested for impairment each year. Impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined: (i)in the case of an individual asset, at the higher of the fair value less costs of disposal and the value- in-use; and 307Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) (ii) in the case of a cash generating unit (the smallest identifiable group of assets that generates independent cash flows), at the higher of the cash generating unit’s fair value less costs of disposal and the value-in-use. (The amount of value-in-use is determined as the present value of estimated future cash flows from the continuing use of an asset, which may vary based on the future performance of the Group and from its disposal at the end of its useful life. For this purpose, the discount rate (post-tax) is determined based on the weighted average cost of capital of the Group suitably adjusted for risks specified to the estimated cash flows of the asset). If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognized immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. When an impairment loss recognized earlier is subject to full or partial reversal, the carrying amount of the asset (or cash generating unit), except impairment loss allocated to goodwill, is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than impairment loss allocated to goodwill) is recognized immediately in the Statement of Profit and Loss. De-recognition of financial instruments The Group derecognizes 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. A financial liability (or a part of a financial liability) is derecognised from the Group’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires. V. Loans and borrowings After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in the statement of profit and loss when the liabilities are derecognized as well as through the EIR amortization process. 2.15 Provisions, contingent liabilities & contingent assets Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of past events, 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 risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. (i) Warranties Provisions for warranty related costs are recognized when the product is sold. Initial recognition is based on historical experience i.e. claims received up to the year end and the Management’s estimate of further liability to be incurred in this regard during the warranty period, computed on the basis of past trend of such claims. The initial estimate of warranty related costs is revised annually. 308Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) (ii) Liquidated Damages Liquidated damages on supply of materials are provided based on the contractual obligations, deduction made by the customers, as the case may be based on Management’s best estimate of the expenditure required to settle the obligations. Contingent liabilities Contingent liabilities are disclosed 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 Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent assets A contingent asset is not recognized unless it becomes virtually certain that an inflow of economic benefits will arise. When an inflow of economic benefits is probable, contingent assets are disclosed in the consolidated financial statements. Onerous contract Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event based on a reliable estimate of such obligation. 2.16 Cash and cash equivalents Cash & Cash Equivalents in the comprise cash at banks and cash on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. 2.17 Cash flow statement Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a 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 Group are segregated. Certain arrangements entered with financiers have been classified as borrowings by the Group. The Group presents cash outflows to settle the liability arising from financing activities in its statement of cash flows. 2.18 Share capital Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Group's ordinary shares are classified as equity instruments. 2.19 Income tax Current tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted 309Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income. Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income (“OCI”) or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provision where appropriate Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Consolidated financial statements and the corresponding tax bases used in the computation of taxable profit under Income-tax Act, 1961. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. 2.20 Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs. 310Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) 2.21 Earnings per share (i) Basic earnings per share Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity share outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for treasury shares. (ii) Diluted earnings per share Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included. 2.22 Segment reporting The Group is engaged in the manufacturing of rail equipments and has only reportable segment in accordance with IND AS-108 'Operating Segment'. The Statement relating to this operating segment is reviewed regularly by the Board of Directors to make decisions about resources to be allocated and to assess its performance. The accounting principles used in the preparation of the consolidated financial statements are consistently applied to record revenue and expenditure in the segment and are as set out in the material accounting policies. 2.23 Employee benefits i. Short term employee benefits Employee benefits such as salaries, wages, short-term compensated absences, bonus, ex-gratia and performance-linked rewards falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are expensed in the period in which the employee renders the service ii. Post-employment benefits a) Provident fund The Group’s state governed provident fund scheme, employee state insurance scheme and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognized during the period in which the employee renders the service. The Group has no obligation, other than the contribution payable to the provident fund. 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 recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund. 311Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) b)Defined benefits plan Gratuity The Group provides for gratuity, a defined benefit plan (the 'Gratuity Plan") covering eligible employees in accordance with the payment of gratuity Act, 1972. Gratuity liability is a defined benefit obligation and is provided on the basis of its actuarial valuation based on the projected unit credit method made at each balance sheet date. Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. Short-term and other long-term employee benefits The Group records all short-term obligations for such compensated absences as well as performance bonus on the basis of amount paid in the period during which the services are rendered by the employees, all such expenses are recognize in the period in which they actually arise. 2.24 Foreign currency transactions and balances: Transactions in foreign currencies are initially recorded by the Group at its functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses an average rate if the average approximates the actual rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at the fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of transaction. 2.25 Leases Identifying leases The Group assesses at contract inception whether a contract is or contains a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease contracts entered by the Group majorly pertains for premises and equipment taken on lease to conduct its business in the ordinary course. Group as a lessee The Group had adopted Ind AS 116 “Leases” using the modified retrospective approach by applying the standard to all leases existing at the date of initial application. The Group also elected to use the recognition exemption for lease contracts that, at the commencement date, have a lease term of twelve months or less and do not contain a purchase option (“short-term leases”) and lease contracts for which the underlying asset is of low value other than land. (“low value assets”). The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. 312Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) Right-of-use assets The Group recognizes 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 impairment losses, and adjusted for any remeasurement 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 shorter of the lease term and the estimated useful lives of the assets. The right-of-use assets are also subject to impairment. Refer to the accounting policies in "Impairment of non-financial assets". Lease liabilities At the commencement date of the lease, the Group recognizes 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. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group 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 remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Short-term leases and leases of low-value assets The Group has applied 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) and low-value assets recognition exemption. 2.26 Significant management judgement in applying accounting policies When preparing the consolidated financial statement, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses Income tax and deferred tax assets The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for 313Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) income tax. A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. Useful lives of depreciable assets The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. Actuarial valuation The determination of Group’s liability towards defined benefit obligation to employees is made through independent actuarial valuation including determination of amounts to be recognized in the Statement of Profit and Loss and in other comprehensive income. Such valuation depend upon assumptions determined after taking into account discount rate, salary growth rate, expected rate of return, mortality and attrition rate. Statement about such valuation is provided in notes to the consolidated financial statement. Impairment of non-financial assets In assessing impairment, management estimates the recoverable amount of each asset or cash- generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. Litigations, Claims and Contingencies Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/ claim/ litigation against Group as it is not possible to predict the outcome of pending matters with accuracy. Warranties and Liquidated Damages The Group’s product warranty obligations and estimations thereof are determined using historical information of claims received up to the year end and the management’s estimate of further liability to be incurred in this regard during the warranty period, computed on the basis of past trend of such claims. Liquidated damages on supply of products are provided based on the contractual obligations or deduction made by the customers considering the current situation and status of the project, the reasons for delays and past experience with the customers. Changes in estimated frequency and amount of future warranty claims / liquidated damages, can materially affect warranty / liquidated damage expenses. Revenue recognition For performance obligation satisfied over time, the revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation. The progress is measured in terms 314Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) CIN: U30200DL1997PLC091144 Notes to the restated consolidated financial information (All amounts are in Rs. million, unless otherwise stated) of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation. 2.27 Recent accounting pronouncements and changes in accounting standards a)Amendment to Accounting Standards (Ind AS) issued but not yet effective The Ministry of Corporate Affairs notifies new standards or amendment to existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. There is amendment to ‘Ind AS 1 - Classification of Liabilities’ and certain provisions (e.g., paragraphs 74, 75, 75A, and 76) will be applicable from April 01, 2026. b)Standards issued/amended and became effective Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the six months period ended September 30, 2025, and upto the date of issuance of consolidated financial statements, MCA has amends following Ind AS: Ind AS 21 - The Effects of Changes in Foreign Exchange Rates Ind AS 101 - First-time Adoption of Indian Accounting Standards Ind AS 7 and Ind AS 107 - Disclosures: Supplier Finance Arrangements Ind AS 12 - International tax reform—Pillar Two model rules The amendments are applicable for annual periods beginning on or after April 1, 2025. The Group has evaluated the amendments and based on its evaluation has determined that it does not have any impact in its consolidated financial statements. 315Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 3.1 Property, plant and equipment Office Plant and Particulars Freehold land Building Computers Furniture Motor vehicles Total equipment machinery Gross carrying value As at April 1, 2022 20.36 49.43 0.23 1.65 7.53 0.50 40.83 120.53 Additions on account of business combination (refer note no 43) 256.14 46.98 0.45 0.97 - 0.67 184.48 489.69 Additions - - 0.44 0.25 - 0.15 14.34 15.18 Disposals - - - - - - - - As at March 31, 2023 276.50 96.41 1.12 2.87 7.53 1.32 239.65 625.40 Additions - - 0.55 - - 0.91 67.41 68.87 Disposals - - - - - - - - As at March 31, 2024 276.50 96.41 1.67 2.87 7.53 2.23 307.06 694.27 Additions - - 0.95 0.05 6.97 0.90 36.04 44.91 Disposals - - - - 0.15 - 0.01 0.16 As at March 31, 2025 276.50 96.41 2.62 2.92 14.35 3.13 343.09 739.02 Additions - - 1.49 0.11 - 0.32 66.05 67.97 Disposals - - - - - - - - As at September 30, 2025 276.50 96.41 4.11 3.03 14.35 3.45 409.14 806.99 Accumulated depreciation As at April 1, 2022 - - - - - - - - Depreciation charge for the year - 2.95 0.51 0.54 1.69 0.45 16.06 22.20 Disposals - - - - - - - - As at March 31, 2023 - 2.95 0.51 0.54 1.69 0.45 16.06 22.20 Depreciation charge for the year - 3.59 0.41 0.52 1.14 0.38 41.25 47.29 Disposals - - - - - - - - As at March 31, 2024 - 6.54 0.92 1.06 2.83 0.83 57.31 69.49 Depreciation charge for the year - 3.48 0.48 0.44 2.31 0.97 33.51 41.19 Disposals - - - - 0.06 - - 0.06 As at March 31, 2025 - 10.02 1.40 1.50 5.08 1.80 90.82 110.62 Depreciation charge for the period - 1.69 0.60 0.19 1.30 0.28 16.74 20.80 Disposals - - - - As at September 30, 2025 - 11.71 2.00 1.69 6.38 2.08 107.56 131.42 Net carrying value As at September 30, 2025 276.50 84.70 2.11 1.34 7.97 1.37 301.58 675.57 As at March 31, 2025 276.50 86.39 1.22 1.42 9.27 1.33 252.27 628.40 As at March 31, 2024 276.50 89.87 0.75 1.81 4.70 1.40 249.75 624.78 As at March 31, 2023 276.50 93.46 0.61 2.33 5.84 0.87 223.59 603.20 Note: (i)The Group does not have any immovable property which is not held in the name of the entities of the Group. (ii)Fixed assets of the Group are secured with banks for the working capital facility. (refer note no. 16) (iii)Refer note no 37 for capital commitments. 316Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 3.2 Capital work-in-progress (i) The changes in carrying value of capital work-in-progress is as under- As at Additions during the Capitalised during As at Particulars Adjustment April 01, 2025 period the period September 30, 2025 Capital work-in-progress 1 8.28 2 8.42 - 1 7.50 2 9.20 Total 1 8.28 2 8.42 - 1 7.50 2 9.20 As at Additions during the Capitalised during As at Particulars Adjustment April 01, 2024 year the year March 31, 2025 Capital work-in-progress - 1 8.28 - - 1 8.28 Total - 1 8.28 - - 1 8.28 As at Additions during the Capitalised during As at Particulars Adjustment April 01, 2023 year the year March 31, 2024 Capital work-in-progress 4 2.60 - - 4 2.60 - Total 4 2.60 - - 4 2.60 - As at Additions during the Capitalised during As at Particulars Adjustment April 01, 2022 year the year March 31, 2023 Capital work-in-progress 4 2.60 1 .26 - 1 .26 4 2.60 Total 4 2.60 1 .26 - 1 .26 4 2.60 (ii) Capital work-in-progress ageing schedule: As at September 30, 2025 Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total Projects in progress 2 9.00 0 .20 - - 2 9.20 Projects temporarily suspended - - - - - Total 2 9.00 0 .20 - - 2 9.20 As at March 31, 2025 Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total Projects in progress 1 8.28 - - - 1 8.28 Projects temporarily suspended - - - - - Total 1 8.28 - - - 1 8.28 As at March 31, 2024 Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total Projects in progress - - - - - Projects temporarily suspended - - - - - Total - - - - - As at March 31, 2023 Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Total Projects in progress - 4 2.60 - - 4 2.60 Projects temporarily suspended - - - - - Total - 4 2.60 - - 4 2.60 (iii) Details of capital work-in-progress are as under : As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Capital work-in-progress 27.01 17.79 - 39.47 Expenditure - during construction pending allocation 2.19 0.49 - 3.13 Total 29.20 18.28 - 42.60 (iv) Capital work-in-progress includes the following : As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Building 18.34 - - - Plant and machinery 8.67 17.79 - 39.47 Total 27.01 17.79 - 39.47 (v) Details of expenditure during construction is given below: As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Installation expenses - 0.29 - 2.90 Employee benefit expenses 1.24 - - - Other expenses 0.95 0.20 - 0.23 Total 2.19 0.49 - 3.13 (vi) Refer note no 37 for capital commitments. (vii) During the six months period ended September 30, 2025, no borrowing cost has been capitalised on projects in progress (March 31, 2025: Nil, March 31, 2024: Nil and March 31, 2023: Nil) (viii) The capital work-in-progress whose capitalisation is overdue or where cost incurred has exceeded the originally planned cost as on September 30, 2025 is nil (March 31, 2025: Nil, March 31, 2024: Nil and March 31, 2023: Nil). 317Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 3.3 Right-of-use (ROU) assets and lease liabilities (i) Movement of right-of-use assets Leasehold land Particulars As at As at As at As at September 30, 2025 March 31,2025 March 31,2024 March 31, 2023 Gross carrying amount Opening - - - - Additions* 2 96.38 - - - Disposals - - - - Closing (A) 2 96.38 - - - *Includes prepaid lease rental of Rs. 83.08 million Leasehold land Particulars As at As at As at As at September 30, 2025 March 31,2025 March 31,2024 March 31, 2023 Accumulated Depreciation Opening - - - - Charge for the period/ year 0 .78 - - - Disposals - - - - Closing (B) 0 .78 - - - Net carrying amount (A-B) 295.60 - - - (ii) Amounts recognised in the statement of profit and loss For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Depreciation expense on right of use assets 0 .78 - - - Short term lease rentals 1 .37 7 .41 6 .08 8 .06 Interest expense 4.75 - - - Total 6.90 7.41 6.08 8.06 (iii) Movement of lease liabilities For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Balance as at the beginning of the period/year - - - - Addition 213.30 - - - Deletion - - - - Interest cost accrued during the period/year 4.75 - - - Payment of lease liabilities - - - - Balance as at the end of the period/year 218.05 - - - (iv) Current non-current bifurcation As at As at As at As at Particulars September 30, 2025 March 31,2025 March 31,2024 March 31, 2023 Lease liabilities payable beyond 12 months 124.54 - - Lease liabilities payable within 12 months 93.51 - - 218.05 - - - (v) The Group did not have any right of use assets and lease liabilities during the financial years 2024-25, 2023-24 and 2022-23. (vi) The effective interest rate for lease land liabilities is 8.5% with maturity till 2124. (vii) The Group has lease contract for land which will be used in its factory operations. The Group’s obligations under its leases is secured by the lessor’s title to the right-of- use assets. Generally, the group is restricted from assigning and subleasing the right-of-use assets. (viii) Refer note 39 for maturity analysis of lease liabilities 318Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 4Deferred tax (asset)/ liability (net) As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Deferred tax (assets) arising on: Provision for warranty (12.53) (13.61) (7.61) (4.18) Right of use assets and lease liabilities ( 1.39) - - - Provision for employee benefit ( 2.13) (2.05) (2.33) (1.76) Provision for onerous contract - (3.15) (2.82) - Brought forward losses - - - (19.70) Unrealised gain on inventory ( 4.25) - - - Mat credit entitlement - - (17.20) (21.86) Total (20.30) (18.81) (29.96) (47.50) Deferred tax liabilities arising on: Property, plant and equipment 24.36 29.89 30.55 2 9.96 Effect of Ind AS-8 restatement - 8.21 16.01 1 7.35 Total 24.36 38.10 46.56 4 7.31 Deferred tax (asset)/liability (net) 4.06 19.29 16.60 (0.19) Movement in deferred tax (asset)/liability (net) for the period September 30, 2025 As at On account of Recognised directly Recognised in Recognised in other As at April 1, 2025 business in equity profit and loss comprehensive income September 30, 2025 Particulars combination (refer note 43) Property, plant and equipment 29.89 - - (5.53) - 2 4.36 Right of use assets and lease liabilities - - - (1.39) - (1.39) Provision for warranty ( 13.61) - - 1.08 - (12.53) Provision for employee benefit ( 2.05) - - (0.12) 0.04 (2.13) Unrealised gain on inventory - - - (4.25) - (4.25) Provision for onerous contract ( 3.15) - - 3.15 - - Effect of Ind AS-8 restatement 8.21 - - (8.21) - - Total 19.29 - - (15.27) 0.04 4 .06 Movement in deferred tax (asset)/liability (net) for the year ended March 31, 2025 As at On account of Recognised directly Recognised in Recognised in other As at April 1, 2024 business in equity profit and loss comprehensive income March 31, 2025 Particulars combination (refer note 43) Property, plant and equipment 30.55 - - (0.66) - 2 9.89 Provision for warranty ( 7.61) - - (6.00) - (13.61) Provision for employee benefit ( 2.33) - - (0.42) 0.70 (2.05) Provision for onerous contract ( 2.82) - - (0.33) - (3.15) Effect of Ind AS-8 restatement 16.01 - - (7.80) - 8 .21 Mat credit entitlement ( 17.20) - 17.20 - - - Total 16.60 - 17.20 (15.21) 0.70 1 9.29 Movement in deferred tax (asset)/liability (net) for the year ended March 31, 2024 On account of Recognised directly Recognised in Recognised in other As at As at business in equity profit and loss comprehensive income Particulars March 31, 2024 April 01, 2023 combination (refer note 43) Property, plant and equipment 29.96 - - 0.59 - 3 0.55 Provision for warranty ( 4.18) - - (3.43) - (7.61) Provision for employee benefit ( 1.76) - - (0.58) 0.01 (2.33) Provision for onerous contract - - - (2.82) - (2.82) Effect of Ind AS-8 restatement 17.35 - - (1.34) - 1 6.01 Brought forward losses ( 19.70) - - 19.70 - - Mat credit entitlement ( 21.86) - 4.66 - - (17.20) Total ( 0.19) - 4.66 12.12 0.01 1 6.60 Movement in deferred tax (asset)/liability (net) for the year ended March 31, 2023 On account of Recognised directly Recognised in Recognised in other As at business in equity profit and loss comprehensive income As at Particulars April 1, 2022 combination March 31, 2023 (refer note 43) Property, plant & equipment 5 .95 22.75 1.27 (0.01) - 2 9.96 Provision for warranty - (1.36) ( 1.97) (0.85) - ( 4.18) Provision for employee benefit - (0.31) ( 1.28) (0.36) 0.19 ( 1.76) Effect of Ind AS-8 restatement - - 21.92 (4.57) - 1 7.35 Brought forward losses - (23.26) - 3.56 - (19.70) Mat credit entitlement - (19.42) - (2.44) - (21.86) Total 5.95 (21.60) 19.94 (4.67) 0.19 (0.19) 319Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 5Other non-current financial assets As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured and considered good unless stated otherwise) Bank deposits with remaining maturity of more than 12 months* 113.97 190.64 23.69 2 9.23 Total 1 13.97 1 90.64 2 3.69 2 9.23 *Includes Rs. 110.52 million (March 31, 2025 Rs. 7.02 million, March 31, 2024 Rs. 21.61 million and March 31, 2023 Rs. 5.83 million) deposits pledged with bank against bank guarantee given and issuance of letter of credit. 6Other non-current assets As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured and considered good unless stated otherwise) Capital advances* 60.31 19.30 7.16 - Total 60.31 19.30 7.16 - *refer note no. 37 for capital commitments 7Inventories (at lower of cost and net realisable value) As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Raw material (refer (i) and (iii) below) 344.18 189.26 185.78 144.90 Finished goods (refer (ii) below) 102.96 120.84 180.45 6 2.80 Work in progress 96.12 47.80 57.38 2 8.54 Total 5 43.26 3 57.90 4 23.61 2 36.24 Inventories are secured with banks for the working capital facility. (refer note no. 16). (i)Includes inventory lying with third party September 30, 2025 Rs. 29.49 million (March 31, 2025 Rs. 18.44 million, March 31, 2024 Rs. 5.46 million and March 31, 2023 Rs. 4.23 million). (ii) Finished goods includes goods in transit: September 30, 2025 Rs. 53.74 million (March 31, 2025 Rs. 26.12 million, March 31, 2024 Rs. 57.53 million and March 31, 2023 Rs. 7.52 million). (iii) Raw material includes goods in transit: September 30, 2025 Rs. 162.38 million (March 31, 2025 Rs. nil, March 31, 2024 Rs. nil and March 31, 2023 Rs. nil). (iv) Cost of inventories recognised as an expense for the six months period ended September 30, 2025: Rs.1,011.44 million (For the year ended March 31, 2025: Rs. 2,237.14 million, for the year ended March 31, 2024: Rs.1,464.00 million and for the year ended March 31, 2023: Rs.531.03 million) 8Trade receivables* As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured and considered good unless stated otherwise) Trade receivables - considered good 217.46 312.83 291.80 201.08 Trade receivables which have significant increase in credit risk - - - - Trade receivable - credit impaired - - - - Unbilled revenue 20.29 - - - Total 237.75 312.83 291.80 201.08 *Breakup of trade receivables: Trade receivable - others 237.75 312.83 291.80 201.08 Trade receivables - related party (refer note 36) - - - - Total 237.75 312.83 291.80 201.08 Refer note no 33 for ageing of trade receivables Trade receivables are secured with banks for the working capital facility. (refer note no. 16) Refer note 39 for information about credit risk on trade receivables. 9Cash and cash equivalents As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Cash in hand 0.11 0.31 0.22 0 .19 Balances with banks In current accounts 30.90 27.65 35.59 1 1.46 Total 31.01 27.96 35.81 11.65 10Bank balances other than cash and cash equivalents As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Fixed deposit with bank Bank deposits with original maturity of more than three months and remaining maturity of less than twelve months* 820.94 605.96 158.64 101.77 Total 820.94 605.96 158.64 101.77 *Includes Rs. 798.94 million (March 31, 2025 Rs. 334.98 million, March 31, 2024 Rs. 152.92 million and March 31, 2023 Rs. 2.34 million) deposits pledged with bank against bank guarantee given and issuance of letter of credit. 320Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 11 Loans As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured and considered good unless stated otherwise) Loans to related parties ^ 0.16 - 0.19 0 .41 Loans to promoters^ - - 50.79 7 4.31 Loans to others - 0.54 0.93 0 .77 Total 0.16 0.54 51.91 75.49 (i) Details of loan and advance: Amount of loan orPercentage to the advanceinthenatureoftotal of loans and loan outstanding as atadvances in the Type of borrower September 30, 2025 nature of loans at September 30, 2025 Loan to related parties 0.16 100% Loan to promoters - - Loan to others - - Amount of loan orPercentage to the advanceinthenatureoftotal of loans and Type of borrower loan outstanding as atadvances in the March 31, 2025 nature of loans at March 31, 2025 Loan to related parties - - Loan to promoters - - Loan to others 0.54 100.00% Amount of loan orPercentage to the advanceinthenatureoftotal of loans and Type of borrower loan outstanding as atadvances in the March 31, 2024 nature of loans at March 31, 2024 Loan to related parties 0.19 0.37% Loan to promoters 50.79 97.84% Loan to others 0.93 1.79% Amount of loan orPercentage to the advanceinthenatureoftotal of loans and Type of borrower loan outstanding as atadvances in the March 31, 2023 nature of loans at March 31, 2023 Loan to related parties 0.41 0.54% Loan to promoters 74.31 98.44% Loan to others 0.77 1.02% ^Loans to related party and promoters re repayable on demand (ii) The Parent Company has provided following loan in pursuant to section 186 (4) of Companies Act, 2013 Rate of interest (%) As at As at As at As at Particulars p.a Purpose of loan September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Aztech India Private Limited 10.00% - - 3 5.72 7 4.31 Pioneer Global Enterprises Private Limited 11.50% General - - 0 .19 0 .41 Ankita Agro & Food Processing Private Limited 11.00% Corporate 0 .16 - - - New Concept Shoes Private Limited 12.00% - - 0 .39 0 .36 Purposes Kay Bee Safal 10.00% - 0 .54 0 .54 0 .41 Pioneer Facor IT Infradevelopers Private Limited 11.50% - - 1 5.07 - Total 0 .16 0 .54 5 1.91 7 5.49 321Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 12Other current financial assets As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured and considered good unless stated otherwise) Security deposits and earnest money deposits 19.48 10.27 43.62 1 3.16 Contract assets* 23.02 32.64 74.73 9 4.93 Retention money 1.91 1.91 8.34 1 6.23 Total 44.41 44.82 126.69 124.32 * Movement of contract assets As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Balances as at the beginning of the period/year 32.64 74.73 94.93 8 1.92 Addition/ (deletion) during the period/year ( 9.62) (42.09) (20.20) 1 3.01 Balances as at the end of the period/year 23.02 32.64 74.73 9 4.93 13Other current assets As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured and considered good unless stated otherwise) Advance to vendors 51.91 3.15 38.16 2 4.70 Advance to employees 0.29 0.17 0.42 0 .39 Other receivables* 0.01 0.01 13.72 1 7.37 Prepaid expenses 7.34 5.51 1.69 1 .60 Balances with government authorities 49.75 39.38 13.78 4 8.96 Total 1 09.30 4 8.22 6 7.77 9 3.02 *Includes reimbursable expenses incurred on behalf of customer Rs Nil (March 31, 2025: Nil, March 31, 2024: Rs 13.13 million, March 31, 2023: 16.57 million) (This space has been intentionally left blank) 322Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 14Equity share capital As at As at As at As at Particulars September 30, 2025 March 31, March 31, 2024 March 31, 2025 2023 Authorized share capital 3,50,00,000 equity shares (March 31, 2025: 3,50,00,000, March 31, 2024: 3,50,00,000, March 31, 2023: 3,50,00,000) of Rs. 10 each 3 50.00 3 50.00 3 50.00 3 50.00 Issued, subscribed and fully paid up 2,55,33,600 equity shares (March 31, 2025: 2,55,33,600, March 31, 2024: 2,55,33,600, March 31, 2023: 2,55,33,600) of Rs. 10 each 2 55.34 2 55.34 2 55.34 2 55.34 Total 2 55.34 2 55.34 2 55.34 2 55.34 Terms/rights attached to equity shares i)The Parent Company has only one class of equity shares, having a par value of Rs.10 per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Parent Company's residual assets. Each shareholder is eligible to one vote per share held. The equity shareholders are entitled to receive dividend as declared by the Board from time to time. ii)In the event of liquidation of the Parent Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Parent Company in proportion to the number of equity shares held by shareholders, after the distribution of all preferential amounts. iii)The Parent Company has not issued any bonus shares nor bought back any shares during the five years immediately preceding the reporting date. iv)The Parent Company has not allotted any fully paid up shares pursuant to contract without payment being received in cash. A Reconciliation of the shares outstanding at the beginning and at the end of the reporting period As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Equity shares No of shares Amount No of shares Amount No of shares Amount No of shares Amount At the beginning of the period/year 2 ,55,33,600 2 55.34 2 ,55,33,600 2 55.34 2 ,55,33,600 2 55.34 2 ,55,33,600 2 55.34 Issued during the period/year - - - - - - - - Outstanding at the end of the period/year 2 ,55,33,600 2 55.34 2 ,55,33,600 2 55.34 2 ,55,33,600 2 55.34 2 ,55,33,600 2 55.34 B Following shareholders hold equity shares more than 5% of the total equity shares of the Parent Company: As at As at As at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Name of Shareholder Number of % of holding Number of % of holding Number of shares % of holding Number of shares % of shares held shares held held held holding Equity shares of Rs. 10/- each fully paid Pioneer Facor IT Infradevelopers Private Limited 1 ,19,39,950 46.76% 1 ,22,53,021 47.99% 1 ,25,78,290 49.26% 2 ,14,16,280 83.87% Pioneer Procon Private Limited 7 3,73,870 28.88% 7 3,73,870 28.88% 7 3,73,870 28.88% - 0.00% Aztech India Private Limited 2 9,92,297 11.72% 2 9,92,297 11.72% 3 4,80,200 13.63% 3 4,80,200 13.63% Total 2 ,23,06,117 87.36% 2 ,26,19,188 88.59% 2 ,34,32,360 91.77% 2 ,48,96,480 97.50% C Promoter's shareholdings: As at As at As at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Name of promoter Number of Number of Number of shares Number of shares % of % of holding % of holding % of holding shares held shares held held held holding Equity Shares Pioneer Facor IT Infradevelopers Private Limited* 1 ,19,39,950 46.76% 1 ,22,53,021 47.99% 1,25,78,290 49.26% 2 ,14,16,280 83.87% Aztech India Private Limited 2 9,92,297 11.72% 2 9,92,297 11.72% 34,80,200 13.63% 3 4,80,200 13.63% Anita Jain 57,000 0.22% 57,000 0.22% 57,000 0.22% 5 7,000 0.22% Sushil Kumar Jain 2 9,510 0.12% 2 9,510 0.12% 29,510 0.12% 2 9,510 0.12% Kalawati Devi Jain - - - - 60,000 0.23% 6 0,000 0.23% Babu Ram Jain - - - - 42,000 0.16% 4 2,000 0.16% Anil Kumar Agarwal 7 ,67,640 3.01% 7 ,67,640 3.01% 7,33,640 2.87% 3 ,26,110 1.28% Pioneer Procon Private Limited 7 3,73,870 28.88% 7 3,73,870 28.88% 73,73,870 28.88% - 0.00% Priti Agarwal - - - - 11,45,090 4.48% 4 7,000 0.18% Satya Narayan Agarwal - - - - 25,000 0.10% 2 5,000 0.10% Birender Kumar Agarwal - - - - 7,500 0.03% 7 ,500 0.03% Suresh Agarwal - - - - 1,500 0.01% 1 ,500 0.01% Anjani Jindal - - - - - 0.00% 1 0,000 0.04% Darshana Devi - - - - - 0.00% 3 1,500 0.12% Total 2 ,31,60,267 90.72% 2 ,34,73,338 91.94% 2 ,55,33,600 100.00% 2 ,55,33,600 100% *Holding Company till March 21, 2024 D Detail of % change in promoter's shareholdings: As at As at As at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Name of promoter Number of % change Number of % change Number of shares % change Number of shares % change shares held during the shares held during the held during the held during the period year year year Equity Shares Pioneer Facor IT Infradevelopers Private Limited 1 ,19,39,950 -1.23% 1 ,22,53,021 -1.27% 1,25,78,290 -34.61% 2 ,14,16,280 - Aztech India Private Limited* 2 9,92,297 - 2 9,92,297 -1.91% 34,80,200 - 3 4,80,200 - Anita Jain 57,000 - 57,000 - 57,000 - 5 7,000 - Sushil Kumar Jain 2 9,510 - 2 9,510 - 29,510 - 2 9,510 - Kalawati Devi Jain* - - - -0.23% 60,000 - 6 0,000 - Babu Ram Jain* - - - -0.16% 42,000 - 4 2,000 - Anil Kumar Agarwal 7 ,67,640 - 7 ,67,640 0.13% 7,33,640 1.60% 3 ,26,110 - Pioneer Procon Private Limited 7 3,73,870 - 7 3,73,870 - 73,73,870 28.88% - - Priti Agarwal* - - - -4.48% 11,45,090 4.30% 4 7,000 - Satya Narayan Agarwal* - - - -0.10% 25,000 - 2 5,000 - Birender Kumar Agarwal* - - - -0.03% 7,500 - 7 ,500 - Suresh Agarwal* - - - -0.01% 1,500 - 1 ,500 - Anjani Jindal* - - - - - -0.04% 1 0,000 - Darshana Devi* - - - - - -0.12% 3 1,500 - Total 2 ,31,60,267 2 ,34,73,338 2 ,55,33,600 2 ,55,33,600 *The Company has reassessed the classification of the promoters in the terms Companies Act 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and based on a noting by the Board of Directors in their meeting held on February 24, 2026 that Aztech India Private Limited ,Mr. Satya Narayan Aggarwal,Mr. Suresh Aggarwal,Ms. Priti Agarwal, Mr. Birender Kumar Aggarwal, Kalawati Devi Jain, Ms. Babu Ram Jain shall be reclassified from “Promoters” to “ Promoter Group. The disclosures above should be read in this context.” 323Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 15Other equity As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (a)Securities premium account* Opening balance 4 1.96 41.96 41.96 41.96 Add: Premium on shares issued during the period/year - - - - Less: Utilisation - - - - Closing balance 4 1.96 41.96 41.96 41.96 (b)Capital reserve (on consolidation)** Opening balance 2 4.43 24.43 24.43 - Add: Capital reserve on account of business combination (Refer note no 43) - - - 24.43 Closing balance 2 4.43 24.43 24.43 24.43 (c)Retained earnings*** Owners of the Group Opening balance 1 ,075.49 705.58 476.31 366.29 Add: Profit for the period/year 222.33 367.74 229.21 109.40 Add: Remeasurement (loss)/ gain on defined employee benefit plan**** 0.07 2.17 0.06 0.62 Closing balance 1 ,297.89 1,075.49 705.58 476.31 Non-controlling interests^ Opening balance 2 52.43 223.52 188.85 - Add: Fair value of non-controlling interests on account of business combination (Refer note no 43) - - - 186.56 Add: Profit for the period/year 31.73 36.64 34.70 2.32 Less: Dividend paid - (7.69) - - Add: Remeasurement (loss)/ gain on defined employee benefit plan**** 0 .06 (0.04) (0.03) (0.03) Closing balance 2 84.22 252.43 223.52 188.85 Reserves attributable to the owners of the Group 1 ,364.28 1 ,141.88 771.97 542.70 Non-controlling interests 2 84.22 252.43 223.52 188.85 Nature and purpose of reserves: *Securities premium: Securities premium is credited when shares are issued at premium. The Securities premium is utilised in accordance with the provisions of the Companies Act, 2013. **Capital reserve: Capital reserve represents the gain arising on business combinations where the fair value of net assets acquired exceeds the consideration paid. *** Retained earnings: Retained earning are profit/loss that the Group has earned till date less transfer to other reserve, dividend or other distribution or transaction with shareholders. ****Remeasurements of net defined benefit plans: Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in other comprehensive income and are adjusted to retained earnings. ^Refer note 45 for details of material non-controlling interests 324Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 16Borrowings As at As at As at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Particulars Non-current borrowings Secured -From bank Term loan (refer note (i) below) - 9 .68 3 5.46 8 1.50 Vehicle loan (refer note (ii) below) - - 1 .25 2 .95 Less : Current maturities of long term borrowing - ( 7.77) ( 15.03) ( 16.83) Total - 1.91 21.68 67.62 Current Borrowings Secured - From bank Current maturities of long term borrowing - 7 .77 1 5.03 1 6.83 Cash credit and working capital demand loan (refer note (iii) below) 1 88.68 1 75.77 3 8.37 9 4.66 Unsecured Loans from related party (refer note (iv) below) - - 1 0.00 3 8.92 Total 188.68 183.54 63.40 150.41 (i) Term loan As at As at As at As at Particulars September 30, 2025 March 31,2025 March 31,2024 March 31, 2023 Lender: Standard Chartered Bank Rate of interest: MCLR rate + 0.60% p.a. Borrower: Pioneer Fil-Med Limited Sanctioned amount: Rs 50.00 million Repayment: 180 monthly installments Rs 0.53 million each - - - 33.87 Security details: The loan is secured by way of equitable mortgage over a residential property situated at R-13, Nehru Enclave, Kalkaji, New Delhi – 110019, held in the name of promoter Pioneer Securities Private Limited. The loan is jointly availed and/or supported by the following directors: Mr. Sushil Kumar Jain and Mr. Rishabh Jain, and following promoters: Mr. Babu Ram Jain, Mrs. Kalawati Devi Jain, M/s Pioneer Facor IT Infradevelopers Private Limited, M/s Pioneer Securities Private Limited, and Mrs. Anita Jain. Lender: Standard Chartered Bank Rate of interest: 9.25% p.a. Borrower: Pioneer Fil-Med Limited Sanctioned amount: Rs 8.67 million - - - 4.39 Repayment: 36 monthly installments of Rs 0.28 million each beginning after 1 year from disbursement of loan. Security details: The loan is secured by way of personal guarantees of directors Mr. Sushil Kumar Jain and Mr. Rishabh Jain as well as personal guarantees of promoters Mr. Babu Ram Jain, Mrs. Kalawati Devi Jain, M/s Pioneer Facor IT Infradevelopers Private Limited, M/s Pioneer Securities Private Limited, and Mrs. Anita Jain. Lender: Axis Bank Limited Rate of interest: Repo plus 3.20% p.a. , capped at 9.25% p.a. Borrower: Pioneer Fil-Med Limited Sanctioned amount: Rs 18.00 million Repayment: 36 monthly installments of Rs 0.50 million each after 24 months from disbursement of loan for repayment - - 18.00 18.00 of principal. Interest payments to be made on monthly basis. Security details: The loan is secured by extension of hypothecation charge on the existing primary securities of Pioneer Fil-Med Limited. Further, the loan is secured by extension of second charge on the existing collateral securities of Pioneer Fil-med Limited, in line with the security structure as currently available with the Bank. Lender: Axis Bank Limited Rate of interest: 3 months repo rate + 3.60% p.a. Borrower: Pioneer Fil-Med Limited Sanctioned amount: Rs 35.00 million Repayment: 54 monthly installments of Rs 0.65 million each after 6 months from disbursement of loan for repayment of principal. Interest payments to be made on monthly basis. Security details: The borrowings are secured by an exclusive first charge comprising an equitable mortgage over immovable properties situated at Plot No. 41 and Plot No. 42, Sector-5, IMT Manesar, Gurugram, Haryana, owned by - 9.68 17.46 25.24 Pioneer Fil-Med Limited; hypothecation of current assets, present and future of Pioneer Fil-Med Limited; and hypothecation of movable fixed assets, present and future, excluding assets specifically charged to other lenders, if any of Pioneer Fil-Med Limited. The facilities are further secured by personal guarantees of directors Mr. Sushil Kumar Jain and Mr. Anil Kumar Agarwal and a corporate guarantee of promoter company, Pioneer Facor IT Infradevelopers Private Limited, along with a negative lien on the property situated at Unit Nos. 501–505, Skyline House, Nehru Place, New Delhi, held in the name of Pioneer Fil-Med Limited. Total - 9.68 35.46 81.50 325Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) (ii) Vehicle loan As at As at As at As at Particulars September 30, 2025 March 31,2025 March 31,2024 March 31, 2023 Lender: HDFC Bank Limited Rate of interest: 8.51% p.a. Borrower: Pioneer Fil-Med Limited Sanctioned amount: Rs. 5.44 million - - 1.08 2.27 Repayment: 64 monthly installments of Rs. 0.11 million Security details: Hypothecation of vehicle Lender: Yes Bank Limited Rate of interest: 9.15% p.a. Borrower: Pioneer Fil-Med Limited Sanctioned amount: Rs 2.19 million - - 0.17 0.68 Repayment: 60 monthly installments of Rs. 0.05 million Security details: Hypothecation of vehicle Total - - 1.25 2.95 (iii) Cash credit and working capital demand loan As at As at As at As at Particulars September 30, 2025 March 31,2025 March 31,2024 March 31, 2023 Lender: Axis Bank Limited Facility: Working capital limit including bank guarantee, letter of credit and term loan facility Borrower: Pioneer Fil-Med Limited Security details: (i) Hypothecation of entire current assets and fixed assets of Pioneer Fil-Med Limited, both present and future on exclusive basis. 2 6.52 - 19.19 94.66 (ii) Extension of mortgage of property located at Plot 41 & 42 , sec-5 IMT Manesar Gurgaon Haryana 122052 owned by M/s Pioneer Fil-Med Private Limited (iii) Negative lien on unit no. 501-505(5th Floor), Skyline House, Nehru Palace, New delhi-110019, held in the name of Pioneer Fil-Med Limited. (iv) Unconditional and irrevocable personal guarantee by Directors-Mr. Sushil kumar Jain and Mr. Anil kumar Agarwal. Further, 100% guarantees from NCGTC. Lender: Axis Bank Limited Facility: Fixed deposit overdraft facility Borrower: Pioneer Fil-Med Limited 5 8.88 - - - Security details: Lien mark against fixed deposit against cash margin Lender: Axis Bank Limited Facility: Cash credit facility including bank guarantee and letter of credit facility Borrower: Pioneer Rail Equipments Private Limited Security details: (i) Exclusive charge on all the current assets of Pioneer Rail Equipments Private Limited both present and future exclusive hypothecation charge over moveable fixed assets of Pioneer Rail Equipments Private Limited both present - - 0.17 - and future. (ii) Exclusive Equitable Mortgage over Industrial Property at Plot No.177 & 178, Built on land area measuring 26770.96 Sq. Mtr. or 32018 Sq. Yards, Situated at G. C. Bawal, Sector 4, PhaseI, HSIIDC IMT Bawal, Distt. Rewari (Haryana) 123501 in the name of the Pioneer Rail Equipments Private Limited. Lender: Axis Bank Limited Facility: Working capital limit including bank guarantee, letter of credit and term loan facility Borrower: Pioneer Rail Equipments Private Limited Security details: (i) Extension of hypothecation of entire current assets of the borrower both present and future of Pioneer Rail Equipments Private Limited (ii) Extension of hypothecation of entire movable fixed assets of Pioneer Rail Equipments Private Limited, both present 1 03.28 175.77 19.01 - and future, except for vehicles funded by other banks (iii) Extension of equitable mortgage over the immovable industrial property comprising Plot No. 177 and 178, situated at G.C. Bawal, Sector-4, Phase-I, HSIIDC, Bawal, District Rewari, Haryana – 123501, in the name of Pioneer Rail Equipments Private Limited (iv) Pledge of fixed deposits equivalent of 10.00% of limit with bank's lien noted thereon Total 1 88.68 175.77 38.37 94.66 (iv) Loan from related parties are unsecured, repayable on demand and carry an interest rate of 11.25% p.a. 326Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 17 Non-current provisions As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Provision for gratuity (refer note 35) 6 .68 6 .32 7 .18 5 .77 Provision for warranty* 1 8.27 2 6.07 1 9.48 7 .09 Total 24.95 32.39 26.66 12.86 * Product warranties: The Group provides warranties for its products, systems and services, undertaking to repair or replace the items that fail to perform satisfactorily during the warranty period. Provision made as at September 30, 2025, March 31, 2025, March 31,2024 and March 31,2023 represents the amount of the expected cost based on past experience of meeting such obligations. The outflow would depend on the expenditure which will be incurred over the contractual warranty period. The warranty period ranges between 2 to 3 years. The movement of provisions is as given below: As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Opening 49.01 28.17 16.43 7.83 Addition on account of business combination - - - 4.89 Addition 11.39 24.67 18.07 7.20 Interest expense 2.46 4.86 3.00 1.74 Utlisation ( 13.02) ( 8.69) ( 9.33) ( 5.23) Closing 49.84 49.01 28.17 16.43 Current (refer note 21) 31.57 22.94 8.69 9.34 Non-Current 18.27 26.07 19.48 7.09 Total 49.84 49.01 28.17 16.43 18 Trade payables As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Trade payables - total outstanding dues of micro enterprises and small enterprises; 9 5.56 7 1.62 1 33.08 8 0.89 - total outstanding dues of creditors other than micro enterprises and small enterprises 3 47.19 2 25.32 2 40.85 1 86.73 Total 4 42.75 2 96.94 3 73.93 2 67.62 *Breakup of trade payable: Trade payable - others 4 01.46 2 59.20 3 59.84 2 49.79 Trade payable - related party (refer note 36) 4 1.29 3 7.74 1 4.09 1 7.83 Total 4 42.75 2 96.94 3 73.93 2 67.62 Refer note no 34 for ageing of trade payables 19 Other financial liabilities As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Employee benefit payable 1 0.13 9 .07 7 .72 6 .62 Security deposit 0 .32 0 .22 0 .63 0 .53 Retention money 0 .34 0 .28 0 .76 1 .16 Capital payables* 3 7.01 - - - Total 4 7.80 9 .57 9 .11 8 .31 * Includes MSME payables Rs. 0.78 million (March 31, 2025: Rs. Nil , March 31, 2024: Rs. Nil , March 31, 2023: Rs. Nil ) \ 20 Other current liabilities As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Advance from customers* 1 .99 1 .81 1 .82 0 .94 Statutory dues 3 0.20 9 .04 6 .06 3 .80 Provision for corporate social responsibility expenditure 3 .40 - - - Other payables** 4 .65 7 .60 4 .72 6 .12 Total 4 0.24 1 8.45 1 2.60 1 0.86 *Movement of advance from customers for the period/year ended: As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Opening balance 1 .81 1 .82 0 .94 - Additions / (utilisation) during the period/year 0 .18 ( 0.01) 0 .88 0 .94 Closing balance 1 .99 1 .81 1 .82 0 .94 Current 1 .99 1 .81 1 .82 0 .94 Non current - - - - Total 1 .99 1 .81 1 .82 0 .94 **related to reimbursable expense incurred by vendor on behalf on Group. 327Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 21 Current provisions As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Provision for gratuity (refer note 35) 0 .59 0 .58 1 .07 0 .71 Provision for onerous contract* - 1 2.53 1 1.22 - Provision for warranties (Refer note no 17) 3 1.57 2 2.94 8 .69 9 .34 Total 32.16 36.05 20.98 10.05 Note: *Movement in provision for onerous contract# As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Opening 12.53 1 1.22 - - Addition/(Utilised) (12.53) 1 .31 11.22 - Closing - 1 2.53 11.22 - #A provision for onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract, which is determined based on the incremental costs of fulfilling the obligation under the contract and an allocation of other costs directly related to fulfilling the contract. 22 Current tax liabilities (net) As at As at As at As at Particulars March 31, 2024 September 30, 2025 March 31, 2025 March 31, 2023 Provision for income tax (net of advance tax and TDS) 5 8.95 7 .06 1 6.07 4 .17 Total 5 8.95 7 .06 1 6.07 4 .17 (This space has been intentionally left blank) 328Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 23Revenue from operations For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Revenue from contract with customers -Sale of goods 1 ,474.20 3 ,221.05 2 ,315.64 7 95.59 -Sale of services 7 7.21 2 7.17 2 .02 6 3.58 Other operating revenue -Sale of traded goods 0 .91 - - - -Sale of scrap 8 .31 1 5.96 1 2.14 1 .50 Total revenue from operations 1,560.63 3,264.18 2,329.80 860.67 Disclosure under Ind AS 115, revenue from contract with customer A) Disaggregation of revenue For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Within India 1 ,555.82 3 ,264.18 2 ,329.80 8 60.67 Outside India 4 .81 - - - Total 1,560.63 3,264.18 2,329.80 860.67 B) Timing of revenue recognition: For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Point in time 1 ,483.42 3 ,237.01 2 ,327.78 7 97.09 Over the period 7 7.21 2 7.17 2 .02 6 3.58 Total 1,560.63 3,264.18 2,329.80 860.67 C) Reconciliation of revenue recognised with contract price: For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Contract price 1 ,477.05 3 ,227.57 2 ,327.61 7 97.20 Less : Liquidated damages ( 2.85) ( 6.52) ( 11.97) ( 1.61) Net revenue from sale of goods 1,474.20 3,221.05 2,315.64 795.59 D) The following table provides information about contract asset and contract liabilities: As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Trade receivables (refer note 8) 237.75 312.83 291.80 201.08 Contract assets (refer note 12) 23.02 32.64 74.73 94.93 Contract liabilities (refer note 20) 1.99 1.81 1.82 0.94 Contractassetistherighttoconsiderationinexchangeforgoodsorservicestransferredtothecustomer.Contractliabilitiesareonaccountoftheupfront revenuereceivedfrom customerforwhichperformanceobligationhasnotyetbeencompleted.Contractassetsaretransferredtoreceivableswhentherightsbecomeunconditionalandcontract liabilitiesarerecognizedasandwhentheperformanceobligationissatisfied.Theperformanceobligationissatisfiedwhencontrolofthegoodsorservicesaretransferredtothe customers based on the contractual terms. Payment terms with customers vary depending upon the contractual terms of each contract. 24Other income For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Interest income on Deposits with banks 3 1.56 3 6.53 1 3.16 7 .75 Unsecured loans 0 .17 6 .19 5 .34 9 .17 Other non-operating income Rental income - 3 .85 4 .07 3 .27 Gain on foreign currency transactions and translation (net) - - 3 .17 - Net gain on sale of property, plant and equipment - 0 .07 - - Sundry balance written back 5 .05 - - 9 .09 Marketing fees - - - 1 3.49 Other miscellaneous income - 0 .43 0 .52 0 .36 Total 36.78 47.07 26.26 43.13 329Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 25Cost of material consumed For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Inventories at the beginning of the period/ year* 1 89.26 1 85.78 1 44.90 5 8.27 Add: Purchase of raw materials 1 ,196.39 2 ,171.43 1 ,614.26 6 63.66 1 ,385.65 2 ,357.21 1 ,759.16 7 21.93 Less: Inventories at the end of the period/ year 3 44.18 1 89.26 1 85.78 1 44.90 Cost of raw materials and components consumed 1,041.47 2,167.95 1,573.38 577.03 *Includes inventory acquired on account of business combination: September 30, 2025: Nil (March 31, 2025: Nil, March 31, 2024: Nil and March 31, 2023: 42.13 million) 26Purchase of stock-in-trade For the six months period For the year ended For the year ended For the year ended ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Particulars Purchase of stock-in-trade 0 .42 - 3 7.11 - Total 0 .42 - 3 7.11 - 27Changes in inventories of finished goods, work-in-progress and stock in trade For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Inventories at the beginning of the period/year* Finished goods 1 20.84 1 80.45 6 2.80 4 3.04 Work in progress 4 7.79 5 7.38 2 8.54 2 .30 Less: Inventories at the end of the period/year Finished goods 1 02.96 1 20.84 1 80.45 6 2.80 Work in progress 9 6.12 4 7.80 5 7.38 2 8.54 (Increase)/Decrease in inventories of finished goods, work-in-progress (30.45) 69.19 (146.49) (46.00) and stock in trade *Includes inventory acquired on account of business combination: September 30, 2025: Nil (March 31, 2025: Nil, March 31, 2024: Nil and March 31, 2023: 30.77 million) 28Employee benefits expenses For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Salaries, wages and bonus 6 1.82 1 07.93 1 00.04 7 1.20 Contribution to provident and other funds 1 .39 2 .55 2 .72 1 .75 Gratuity expense (Refer note 35) 0 .95 1 .78 2 .02 1 .33 Staff welfare expenses 3 .40 7 .91 5 .48 2 .51 Total 6 7.56 1 20.17 1 10.26 7 6.79 (This space has been intentionally left blank) 330Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 29Finance costs For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Interest expense on: -Borrowings 5 .37 8 .73 1 1.09 1 3.03 -Lease liabilities 4 .75 - - - -Warranty expenses 2 .46 4 .86 3 .00 1 .74 Total 1 2.58 13.59 1 4.09 1 4.77 30Depreciation and amortization expense For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Depreciation on property plant and equipment (Refer note 3.1) 2 0.80 4 1.19 4 7.29 2 2.20 Depreciation on right of use assets (Refer note 3.3) 0 .78 - - - Total 2 1.58 41.19 4 7.29 2 2.20 31Other expenses For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Repair and maintenance:- - Plant and Machinery 7 .03 6 .19 8 .24 1 .88 - Building - 1 .53 2 .59 0 .48 - Others 2 .71 4 .81 5 .90 3 .44 Manpower hiring expenses 2 1.85 3 4.95 1 6.48 9 .10 Job work charges 1 3.02 1 5.78 2 1.72 5 .65 Power and fuel 1 2.68 2 2.63 1 6.58 4 .90 Project expenses 1 .54 1 0.65 7 .16 4 .84 Engineering services - - 1 3.34 2 3.36 Provision for warranty 1 1.39 2 4.67 1 8.07 6 .84 Provision for onerous contracts - 1 .31 1 1.22 - Site expenses - 1 .46 0 .46 8 .30 Bad debts written off 0 .53 0 .55 3 .35 0 .00 Commission and marketing expenses 1 7.95 5 4.21 8 0.03 7 .74 Freight outward charges 7 .81 2 4.96 1 6.97 6 .70 Loss on foreign currency transactions and translation (net) 3 .19 0 .39 - 0 .51 Legal and professional fee 1 1.21 5 5.40 4 0.19 3 6.40 Testing charges 0 .25 0 .51 5 3.40 3 0.59 Rent* 1 .37 7 .41 6 .08 8 .06 Travelling and conveyance 6 .94 1 3.88 1 0.10 1 4.05 Insurance 2 .74 2 .76 2 .32 1 .18 Rates and taxes 4 .74 4 .10 4 .09 0 .70 Corporate social responsibility expenditure 3 .40 3 .50 0 .80 0 .80 Royalty expenses 5 .80 2 3.51 1 4.58 - Payment to auditors 0 .60 3 .60 0 .16 0 .16 Bank charges 2 .54 4 .51 1 .36 2 .77 Miscellaneous expenses 6 .29 8 .48 4 .89 6 .58 Total 145.58 331.75 360.08 185.03 *Represents short term lease rentals 331Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 32Tax expenses (I)Amount recognised in statement of profit and loss For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Current tax 8 9.88 1 78.24 83.16 2 1.13 Tax related to earlier years 1 0.00 - 1.15 1 .57 Deferred tax (credit)/charge (15.27) (15.21) 12.12 ( 4.67) Total 8 4.61 163.03 96.43 18.03 (II)Amount recognised in other comprehensive income For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Tax on remeasurement of defined benefit plan charge/ (credit) 0 .04 0 .70 0.01 0 .19 Total 0 .04 0 .70 0.01 0.19 (III)Reconciliation of income tax expense calculated as per tax rates applicable to individual entities with income tax expense For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Accounting profit/ (loss) before income tax (A) 3 38.67 567.41 3 60.34 7 3.98 Income tax rate 25.17% 25.17% 25.17% 25.17% Computed tax expense at statutory rate 8 5.24 142.81 90.69 1 8.62 Adjusted to taxable profit i) Tax effect on non deductible expenses 6.79 3.41 1.41 3 .01 ii) Tax effect due to correction of error - 2.12 (4.96) ( 2.16) iii) Adjustment in respect of prior years - - 1.15 ( 0.31) iv) Impact due to change in tax rate ( 3.45) 1 5.32 8.11 ( 1.25) v) Others ( 3.97) (0.62) 0.03 0 .12 Income tax expense reported in to the restated statement of profit and loss 8 4.61 163.03 96.43 1 8.03 (B) Effective tax rate (B/A) 24.98% 28.73% 26.76% 24.38% Refer note no 4 for movement of deferred tax Note: The Government of India, vide Taxation Laws (Amendment) Ordinance, 2019 dated 20 September 2019, introduced section 115 BAA in the Income Tax Act, 1961, providing domestic companies an irrevocable option to adopt reduced corporate tax rate, subject to certain conditions. The Subsidiary Company (Pioneer Rail Equipments Private Limited) decided to adopt reduced corporate tax rate in FY 25-26. 332Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 33Trade receivables ageing schedule for the six months period ended September 30, 2025 Outstanding for following periods from the date of transaction Particulars Less than 6 6 months -1 1 - 2 Years 2 - 3 Years More than 3 Total Unbilled revenue months Year years Undisputed trade receivables - Considered good 2 0.29 202.50 10.23 4 .17 - 0 .56 2 37.75 - Which have significant increase in credit risk - - - - - - - - Credit impaired - - - - - - - Disputed trade receivables - Considered good - - - - - - - - Which have significant increase in credit risk - - - - - - - - Credit impaired - - - - - - - Total 20.29 202.50 10.23 4 .17 - 0.56 2 37.75 Trade receivables ageing schedule for the year ended March 31, 2025 Outstanding for following periods from the date of transaction Particulars Less than 6 6 months -1 1 - 2 Years 2 - 3 Years More than 3 Total Unbilled revenue months Year years Undisputed trade receivables - Considered good - 275.99 34.11 2 .56 0 .17 - 3 12.83 - Which have significant increase in credit risk - - - - - - - - Credit impaired - - - - - - - Disputed trade receivables - Considered good - - - - - - - - Which have significant increase in credit risk - - - - - - - - Credit impaired - - - - - - - Total - 275.99 34.11 2 .56 0 .17 - 3 12.83 Trade receivables ageing schedule for the year ended March 31, 2024 Outstanding for following periods from the date of transaction Particulars Less than 6 6 months -1 1 - 2 Years 2 - 3 Years More than 3 Total Unbilled revenue months Year years Undisputed trade receivables - Considered good - 283.60 4.38 3 .70 - 0 .12 2 91.80 - Which have significant increase in credit risk - - - - - - - - Credit impaired - - - - - - - Disputed trade receivables - Considered good - - - - - - - - Which have significant increase in credit risk - - - - - - - - Credit impaired - - - - - - - Total - 283.60 4.38 3 .70 - 0.12 2 91.80 Trade receivables ageing schedule for the year ended March 31, 2023 Outstanding for following periods from the date of transaction Particulars Less than 6 6 months -1 1 - 2 Years 2 - 3 Years More than 3 Total Unbilled revenue months Year years Undisputed trade receivables - Considered good - 179.45 18.28 1 .23 1 .71 0 .41 2 01.08 - Which have significant increase in credit risk - - - - - - - - Credit impaired - - - - - - - Disputed trade receivables - Considered good - - - - - - - - Which have significant increase in credit risk - - - - - - - - Credit impaired - - - - - - - Total - 179.45 18.28 1 .23 1 .71 0.41 2 01.08 333Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 34Trade payables ageing schedule for the six months period ended September 30, 2025 Less than 1 More than 3 Particulars Not due 1 - 2 Years 2 - 3 Years Total Year years Undisputed -Dues of micro enterprises and small enterprises - 95.56 - - - 95.56 -Dues of creditors other than micro enterprise and small enterprises - 332.17 0.62 4.58 9.82 347.19 Disputed -Dues of micro enterprises and small enterprises - - - - - - -Dues of creditors other than micro enterprise and small enterprises - - - - - - Total - 4 27.73 0 .62 4 .58 9 .82 4 42.75 Note : Trade payables ageing has been prepared based on the accounting date of each transaction. Trade payables ageing schedule for the year ended March 31, 2025 Less than 1 More than 3 Particulars Not due 1 - 2 Years 2 - 3 Years Total Year years Undisputed -Dues of micro enterprises and small enterprises - 54.43 17.19 - - 71.62 -Dues of creditors other than micro enterprise and small enterprises - 217.14 0.55 6.76 0.87 225.32 Disputed -Dues of micro enterprises and small enterprises - - - - - - -Dues of creditors other than micro enterprise and small enterprises - - - - - - Total - 2 71.57 1 7.74 6 .76 0 .87 2 96.94 Note : Trade payables ageing has been prepared based on the accounting date of each transaction. Trade payables ageing schedule for the year ended March 31, 2024 Less than 1 More than 3 Particulars Not due 1 - 2 Years 2 - 3 Years Total Year years Undisputed -Dues of micro enterprises and small enterprises - 133.08 - - - 133.08 -Dues of creditors other than micro enterprise and small enterprises - 220.32 10.24 9.68 0.61 240.85 Disputed -Dues of micro enterprises and small enterprises - - - - - - -Dues of creditors other than micro enterprise and small enterprises - - - - - - Total - 3 53.40 1 0.24 9 .68 0 .61 3 73.93 Note : Trade payables ageing has been prepared based on the accounting date of each transaction. Trade payables ageing schedule for the year ended March 31, 2023 Less than 1 More than 3 Particulars Not due 1 - 2 Years 2 - 3 Years Total Year years Undisputed -Dues of micro enterprises and small enterprises - 80.89 - - - 80.89 -Dues of creditors other than micro enterprise and small enterprises - 175.39 1.24 0.39 9.71 186.73 Disputed -Dues of micro enterprises and small enterprises - - - - - - -Dues of creditors other than micro enterprise and small enterprises - - - - - - Total - 2 56.28 1 .24 0 .39 9 .71 2 67.62 Note : Trade payables ageing has been prepared based on the accounting date of each transaction. 334Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 35Employee benefit plans Defined contribution plan : The Group makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, employee state insurance and other funds, which is a defined contribution plan. The Group has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognized as an expense towards contribution defined contribution fund for the six months period ended September 30, 2025 aggregated to Rs. 1.39 million and for the year ended 31 March 2025 is Rs. 2.55 million (31 March 2024 : Rs. 2.72 million, 31 March 2023 : Rs. 1.75 million). Gratuity (Defined benefit plan) TheGrouphasadefinedbenefitgratuityplanasperthePaymentofGratuityAct,1972(‘GratuityAct’).UndertheGratuityAct,anemployeewhohascompletedfiveyearsofserviceis entitled to specific benefit. The level of benefit provided is depending on the employee’s length of service and salary at retirement/termination. Thepresentvalueoftheobligationundersuchdefinedbenefitplanisdeterminedbasedonanactuarialvaluationasatthereportingdateusingtheprojectedunitcreditmethod.TheGroup recognizesthenetobligationofadefinedbenefitplaninitsBalanceSheetasanassetorliability.Gainsandlossesthroughre-measurementsofthenetdefinedbenefitliability/(asset)are recognized in other comprehensive income and are not reclassified to profit or loss in subsequent periods. Group's Gratuity scheme for employees is partially funded with an insurance Group in the form of qualifying insurance policy. Based on an independent actuarial valuations, the following tables set out the amounts recognised in the Group's restated consolidated financial information: Changes in the present value of the defined benefit obligation (DBO) are, as follows: For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Defined benefit obligation at the beginning of the period/year 6.90 8 .25 6.48 5.06 Opening obligation due to business combination (refer note 43) - - - 1.56 Current service cost 0.71 1 .19 1.53 0.86 Past service cost - - - - Interest cost 0.24 0 .59 0.49 0.47 Benefits paid ( 0.41) (0.30) (0.21) (0.69) Actuarial (Gain)/Loss on arising from Change in Demographic Assumption - - - (0.21) Actuarial (Gain)/Loss on arising from Change in Financial Assumption ( 0.17) 0 .17 0.22 (0.08) Actuarial (Gain)/Loss on arising from Experience Adjustment ( 0.00) (3.00) (0.26) (0.49) Defined benefit obligation at the end of the period/year 7.27 6 .90 8.25 6.48 Amount recognised in the balance sheet As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Defined benefit obligation 7.27 6 .90 8.25 6.48 Fair value of plan assets - - - - Asset/ (liability) recognised in the balance sheet (net) ( 7.27) (6.90) (8.25) (6.48) Current Liability 0.59 0 .58 1.07 0.71 Non-Current Liability 6.68 6 .32 7.18 5.77 Total 7.27 6 .90 8.25 6.48 Amount recognised in statement of profit and loss: ` For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Current service cost 0.71 1 .19 1.53 0.86 Past service cost - - - - Net Interest expense 0.24 0 .59 0.49 0.47 Amount recognised in statement of profit and loss 0.95 1 .78 2.02 1.33 Amount recognised in other comprehensive income For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Actuarial (Gain)/Loss on arising from change in demographic assumption - - - (0.21) Actuarial (Gain)/Loss on arising from change in financial assumption ( 0.17) 0 .17 0.22 (0.08) Actuarial (Gain)/Loss on arising from experience adjustment ( 0.00) (3.00) (0.26) (0.49) ( 0.17) (2.83) (0.04) (0.78) The principal assumptions used in determining defined benefit obligations are shown below: As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Discount rate 7.21% 6.99% 7.22% 7.50% Expected rate of return on Plan assets Future salary increases 5.00% 5.00% 5.00% 5.00% Attrition Rate (all ages) Up to 30 years 3.00% 3.00% 3.00% 3.00% From 31 to 44 years 2.00% 2.00% 2.00% 2.00% Above 44 years 1.00% 1.00% 1.00% 1.00% Retirement age 5 8.00 5 8.00 5 8.00 58.00 335Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) A quantitative sensitivity analysis for change in significant assumption is as shown below: As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Assumptions a) Impact of the change in discount rate Present Value of Obligation at the end of the year 7.27 6 .90 8.25 6.48 Impact due to increase of 0.50% ( 0.38) (0.52) (0.36) (0.34) Impact due to decrease of 0.50 % 0.42 0 .57 0.40 0.37 b) Impact of the change in salary increase Present Value of Obligation at the end of the year 7.27 6 .90 8.25 6.48 Impact due to increase of 0.50% 0.42 0 .51 0.38 0.35 Impact due to decrease of 0.50 % ( 0.39) (0.49) (0.35) (0.32) Thesensitivityanalysesabovehavebeendeterminedbasedonamethodthatextrapolatestheimpactondefinedbenefitobligationasaresultofreasonablechangesinkeyassumptions occurringattheendofthereportingperiod.Sensitivitiesduetomortalityandwithdrawalsareinsignificantandhenceignored.Sensitivitiesastorateofinflation,rateofincreaseofpensionsin payments, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement. Maturity profile of defined benefit obligation As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 0 to 1 Year 0 .60 0.58 1.07 0 .71 1 to 2 Year 0 .25 0.22 0.82 0 .49 2 to 3 Year 0 .38 0.10 0.19 0 .28 3 to 4 Year 0 .27 0.35 0.13 0 .13 4 to 5 Year 0 .34 0.46 0.28 0 .28 5 to 6 Year 0 .36 0.27 0.44 0 .18 6 Year onwards 5 .08 4.93 5.32 4 .41 336Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 36 Related party disclosure: a) List of related parties as per the requirements of Ind-AS 24 - Related Party Disclosures (i) Holiding Company Pioneer Facor IT Infradevelopers Private Limited (till March 21, 2024) (ii)Enterprises controlled or significantly influenced by key management personnel or their relatives with whom transaction has taken place during the period/year Solarworld Energy Solutions Limited Aztech India Private Limited Pioneer Facor IT Infradevelopers Private Limited (w.e.f March 21, 2024) Pioneer Global Enterprises Private Limited Pioneer Fincap Private Limited Ankita Agro & Food Processing Private Limited Sushil Jeetpuria & Company Pioneer Eserve Private Limited Pioneer E Services Private Limited Pioneer Securities Private Limited (iii)Subsidiary company: Pioneer Rail Equipments Private Limited (w.e.f November 04, 2022) (iv)Joint venture: Pioneer Rail Equipments Private Limited (till November 04, 2022) (v)Entity having significant influence over subsidiary (Pioneer Rail Equipments Private Limited) CRRC Yongji Electric Co. Ltd (vi)Key management personnel Designation Sushil Kumar Jain Director Anil Kumar Agarwal Managing Director Rishabh Jain Director (w.e.f March 18, 2024) Akshat Agarwal Director (w.e.f March 18, 2024) Ashok Gupta Independent Director (w.e.f October 30, 2025) Niraj Kumar Independent Director (w.e.f October 30, 2025) Ramakant Pattanaik Independent Director (w.e.f September 26, 2025) Priya Mohpal Independent Director (w.e.f September 26, 2025) Harsh kumar Aggarwal Chief Financial Officer (w.e.f. April 04,2025 till November 27, 2025) Brijesh Kumar Chief Financial Officer (w.e.f. December 04 ,2025) Rita Bisht Company Seceretary (vii)Relatives of key management personnel with whom transaction has taken place during the period/year Aman Agarwal Nephew of Anil Kumar Agarwal Laxmi Devi Agarwal Mother of Anil Kumar Agarwal Annapurna Agarwal Anil Kumar Agarwal's brother's wife Binod Kumar Agarwal Anil Kumar Agarwal's wife's cousin brother Isha Aggarwal Daughter in law of Binod Agarwal Jeetu Aggarwal Wife of Binod Agarwal Sweta Agarwal Wife of Anil Kumar Agarwal's brother Priti Agarwal Wife of Anil Kumar Agarwal Anshita Agarwal Daughter of Anil Kumar Agarwal Samiksha Jain Wife of Rishabh Jain Kailash Chandra Jain Brother of Sushil Kumar Jain b) Transactions with the related parties for the period/year ended: For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Purchase of goods Aztech India Private Limited - - 14.84 5 .25 CRRC Yongji Electric Co. Ltd 22.63 3 2.23 52.25 0 .45 - - - Purchase of property, plant and equipment Pioneer Eserve Private Limited 0.11 - - - Marketing fees Pioneer Rail Equipments Private Limited - - - 1 3.49 Rent income Aztech India Private Limited - 0 .03 0.03 - Rent & power and fuel expenses Pioneer Rail Equipments Private Limited - - - 1 .40 Pioneer Fincap Private Limited 0.11 - - - Pioneer Securities Private Limited - 6 .00 6.00 6 .00 Miscellaneous expenses CRRC Yongji Electric Co. Ltd - - 0.04 - Royalty expenses CRRC Yongji Electric Co. Ltd 5.80 2 7.19 17.76 0 .80 Dividend paid CRRC Yongji Electric Co. Ltd - 7 .69 - - 337Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Remuneration paid to key managerial person Anil Kumar Agarwal 2.40 4 .03 4.03 3 .60 Akshat Agarwal 1.20 - - - Rita Bisht 0.40 0.65 0.51 0.41 Harsh Kumar Aggarwal 0.78 - - - Sushil Kumar Jain 2.10 - - - Professional fee Sushil Jeetpuria & Company - 6 .92 6.20 6 .61 Aztech India Private Limited - - 11.00 1 1.00 Pioneer Securities Private Limited - - - 7 .17 Akshat Agarwal - 1 .20 2.40 1 .80 Rishab Jain - 1 .20 2.40 2 .50 Anshita Agarwal - - - 0 .70 Kailash Chandra Jain 1.50 - - - Remuneration paid to relatives of key managerial person Aman Agarwal - 0 .60 1.20 1 .20 Laxmi Devi Agarwal - 1 .00 1.20 - Annapurna Agarwal - 1 .00 1.20 - Binod Kumar Agarwal - 3 .30 3.60 3 .60 Isha Aggarwal - 3 .30 3.20 2 .40 Jeetu Aggarwal - 3 .30 3.20 2 .40 Sweta Agarwal - 1 .20 2.40 2 .40 Priti Agarwal - 2 .20 2.40 1 .20 Samiksha Jain - 2 .20 2.40 2 .40 Interest income on loans Solarworld Energy Solutions Limited 0.01 0 .52 0.28 0 .81 Ankita Agro & Food Processing Private Limited 0.16 0 .90 - - Pioneer Facor It Infradevelopers Private Limited - 0 .77 0.08 - Aztech India Private Limited - 3 .90 4.12 8 .28 Pioneer Global Enterprises Private Limited - 0 .02 - 0 .01 Finance cost Pioneer Fincap Private Limited - - 1.60 0 .36 Loan given Solarworld Energy Solutions Limited 20.00 5 0.00 50.00 5 0.00 Ankita Agro & Food Processing Private Limited 100.00 2 5.00 - - Pioneer Facor It Infradevelopers Private Limited - 5 .00 15.00 - Aztech India Private Limited - 1 5.50 6.10 9 .15 Pioneer Global Enterprises Private Limited - - 0.39 0 .40 Loan received back (including interest amount) Solarworld Energy Solutions Limited 20.01 5 0.52 50.28 7 7.95 Ankita Agro & Food Processing Private Limited 100.00 2 5.90 - - Pioneer Facor It Infradevelopers Private Limited - 2 0.84 - - Pioneer Fincap Private Limited - - - 2 7.40 Aztech India Private Limited - 5 9.01 48.40 2 6.71 Pioneer Global Enterprises Private Limited - 0 .21 0.60 - Borrowing Anil Kumar Agarwal - - 10.00 1 0.00 Pioneer Fincap Private Limited - - 2.00 1 27.60 Borrowing repaid (including interest amount) Anil Kumar Agarwal - 1 0.00 - 1 0.00 Pioneer Fincap Private Limited - - 43.95 8 9.00 Sale of goods Solarworld Energy Solutions Limited - - - 1 68.16 CRRC Yongji Electric Co. Ltd - - - 0 .23 Reimbursement paid by Group on behalf of below related parties Pioneer Fincap Private Ltd 0.04 - - - Sushil Jeetpuria & Co. 0.08 - - - Pioneer Facor It Infradevelopers Private Limited 0.20 - - - Pioneer Securities Private Limited 0.02 - - - Pioneer E Services Private Limited 0.05 - - - Reimbursement paid by related party on behalf of Group Sushil Jeetpuria & Co. 0.04 - - - 338Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) c) The following balances are outstanding at the end of the reporting period/year: Particulars As at As at As at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Balance outstanding - payable Trade payables Sushil Jeetpuria & Company 0.03 9 .48 0.54 - Aztech India Private Limited - - 2.97 - Pioneer Securities Private Limited - - - 7 .74 Kailash Chandra Jain 0.44 - - - CRRC Yongji Electric Co. Ltd 40.77 2 8.26 10.58 1 0.09 Pioneer Fincap Private Limited 0.05 - - Borrowings Anil Kumar Agarwal - - 10.00 - Pioneer Fincap Private Limited - - - 3 8.92 Balance outstanding - receivable Receivables-Loan and advances (Including interest) Aztech India Private Limited - - 35.72 7 4.31 Pioneer Global Enterprises Private Limited - - 0.19 0 .41 Pioneer Facor It Infradevelopers Private Limited - - 15.07 - Ankita Agro & Food Processing Private Limited 0.16 - - - Advance to supplier Aztech India Private Limited 3.31 - - - Employee benefit payable Anil Kumar Agarwal 0.28 - - - Akshat Agarwal 0.15 - - - Sushil Kumar Jain 0.28 - - - d) Related party transactions of joint venture For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Pioneer Rail Equipments Private Limited Sales commission Pioneer Fil-Med Limited - - - 1 3.49 Rent received Pioneer Fil-Med Limited - - - 1 .40 Transactions within the Group for the period/ year (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations e) Main Entity Name of Related party Nature of Transaction For the six months period For the year ended For the year ended For the year ended ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Sale of goods 0 .08 4 2.03 4 2.13 0 .06 Purchase of goods 0 .08 0 .14 - - Rents expenses 2 .31 4 .50 4 .41 1 .00 Pioneer Fil-Med Limited Pioneer Rail Equipments Other expenses 1 .54 2 .22 1 .67 0 .54 Private Limited Sale of services (Job work) 5 8.96 7 7.89 3 2.94 - Dividend received - 2 4.35 - - Reimbursement paid by Company on behalf of related party 2 4.89 3 2.76 5 1.89 3 9.18 Purchase of goods 0 .08 4 2.03 4 2.13 0 .06 Sale of goods 0 .08 0 .14 - - Other income 2 .31 4 .50 4 .41 1 .00 Pioneer Rail Equipments Private Reimbursement of expense 1 .54 2 .22 1 .67 0 .54 Limited Pioneer Fil-Med Limited Other expense 5 8.96 7 7.89 3 2.94 - Dividend paid - 2 4.35 - - Reimbursement paid by related party on behalf of company 2 4.89 3 2.76 5 1.89 3 9.18 339Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) f) The following balances are outstanding at the end of the reporting period/year: Elimination balances Particulars Name of related party Nature of transaction As at As at As at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Pioneer Rail Equipments Pioneer Fil-Med Limited Trade receivables 2 5.01 2 9.96 4 .84 Private Limited 2 0.67 Pioneer Rail Equipments Private Pioneer Fil-Med Limited Trade payable 2 5.01 2 9.96 4 .84 Limited 2 0.67 g) Transactions with key management personnel: Particulars As at As at As at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Remuneration Short term benefits 6.87 4.68 4.54 4.01 Post-Employment benefits 0.01 - - - Total 6.88 4.68 4.54 4.01 Professional fees - 2.40 4.80 4.30 Note: a) All transactions with related parties are made on the terms equivalent to those that prevail in arm’s length transactions and within the ordinary course of business. Outstanding balances at respective year ends are unsecured and settlement is generally done in cash or bank. b) The above information has been determined to the extent such parties have been identified on the basis of information available with the Group. c) The remuneration to key managerial personnel does not include provisions made for gratuity as they are determined on an actuarial basis for the Group as a whole. Refer note no 16 for guarantees given by related parties on behalf of Group (This space has been intentionally left blank) 340Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 37 Capital commitments and contingent liabilities (a) Capital and other commitments Particulars As at As at A s at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Estimated amount of contracts remaining to be executed on capital account and not 343.16 93.82 9.29 - provided for (net of capital advances) (b) Contingent liabilities Particulars As at As at As at As at September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Contingent Liabilities not provided for in respect of : (i) Outstanding bank guarantees 2 84.03 276.71 3 4.14 100.55 (ii) Letter of credit outstanding 1 39.76 3 1.68 - 111.59 (iii) Customs and Excise Authorities* 2 96.73 296.73 296.73 296.73 (iv) Income tax demand notices/orders** 1 8.60 1 8.60 1 8.17 1 8.17 (v) Registration under Paper Import Monitoring System (PIMS)*** 0 .20 0 .20 0 .20 0 .20 * Customs and Excise Authorities (a) The Parent Company has received a Show Cause Notice raising a demand of Rs.14.79 million towards differential customs duty, along with an equivalent penalty under Section 114A and a penalty of Rs. 2.50 million under Section 114AA of the Customs Act, 1962. The matter pertains to the classification of imported machined pistons. The Parent Company has filed an appeal before the CESTAT, Mumbai against the order of principal commissioner of customs (appeals), and the matter is currently pending adjudication. (b) The Parent Company received a Show Cause Notice raising a demand of Rs. 115.10 million towards differential customs duty, along with an equivalent penalty under Section 114A, a redemption fine of Rs.2.00 million, and a penalty of Rs. 20.00 million under Section 114AA of the Customs Act, 1962. A bank guarantee of Rs. 13.19 million has been furnished in this regard. The matter relates to the classification of pistons and cylinder liners. The Parent Company has preferred an appeal before the CESTAT, and the case is currently pending adjudication. (c) The Parent Company received a Show Cause Notice dated August 11, 2022, and an Order-in-Original dated July 24, 2024, raising a demand of Rs. 4.72 million towards differential IGST, along with an equivalent penalty under Section 114A and a redemption fine of Rs.3.00 million under Section 125(1) of the Customs Act, 1962. The matter pertains to the revision of the IGST rate from 5% to 12%, effective October 1, 2019. The Parent Company has already discharged the differential duty along with applicable interest and has preferred an appeal before the appellate authority. Pursuant to a hearing held on 7 November 2025, the Parent Company received an order adverse to its appeal. The Parent Company, has decided to contest the matter further and is taking appropriate legal steps. ** Income tax demand notices/orders (a) Income tax demand notices order (Traces Portal) for Rs.18.16 million. The Parent Company has received a demand of Rs.18.06 million in the financial year 2022-23 as per the order generated on the TRACES portal. The said demand has been erroneously reflected, despite the Company having duly deposited the applicable TDS on purchase of shares. The Parent Company is confident that no financial liability will devolve on the Company in this regard. Accordingly, no provision has been considered necessary in the books of account. (b) The Subsidiary Company has received an income tax demand of Rs. 0.44 million in respect of AY 2023-24, which is currently under review by Subsidiary Company (c) The Assessing Officer had made an addition of Rs. 4.28 million in respect of the bifurcation of depreciation between land and building, which has been contested by the Subsidiary Company. The matter is currently under appeal before the Commissioner of Income Tax (Appeals). The depreciation claimed has already been set off against the Subsidiary Company’s brought-forward losses. The Subsidiary Company has submitted the required details on multiple occasions since December 14, 2023 in response to notices issued by the Department; however, the proceedings have not yet been concluded and the final order remains pending. *** Paper Import Monitoring System (PIMS) (a) The Parent Company received an order imposing a redemption fine of Rs. 0.15 million under Section 125 of the Customs Act, 1962, and a penalty of Rs. 0.05 million for non-submission of PIMS registration at the time of filing one of the Bills of Entry (BOE). The Parent Company has preferred an appeal before the office of the Principal Commissioner of Customs (Appeals), and the matter is currently pending for hearing. Notes: i) Further it is not practicable for the management to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings ii) The Group's pending litigations comprises of proceedings pending with tax and other regulatory authorities. The cases are still in court awaiting deliberations hence no provisions have been made in the consolidated financial statements as it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. iii) The Group does not expect any reimbursements in respect of the above contingent liabilities 341Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 38Earnings per share (EPS) computed in accordance with Ind AS 33 "Earning Per Share" Basic EPS is calculated by dividing the profit/(loss) for the period/year attributable to equity shareholders of the Group by the weighted average number of equity shares outstanding during the period/year. The weighted average number of equity shares outstanding during the period/year is adjusted for events such as bonus issue, bonus element in the right issue, share split and reverse share split (consolidation of shares) that have changed the number of equity share outstanding, without corresponding change in resources. Diluted EPS is calculated by dividing the profit attributable to the equity shares by the weighted average number of equity shares outstanding during the period/year plus the weighted number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. The following is a reconciliation of the equity shares used in the computation of the basic and diluted earning per equity share Particulars For the six month For the year ended For the year ended For the year ended period ended March 31, 2025 March 31, 2024 March 31, 2023 September 30, 2025 Restated profit for the period/year as per statement of profit & loss ( in Rs. million) 2 22.33 3 67.74 2 29.21 1 09.40 Weighted average number of equity shares (in numbers) in calculating basic EPS (in no's) 2,55,33,600 2,55,33,600 2 ,55,33,600 2 ,55,33,600 Earnings per equity share (in Rs.) Basic/ diluted EPS* 8.71 14.40 8 .98 4 .28 Face Value of each equity share 10.00 10.00 1 0.00 1 0.00 *Not annualised for the six months period ended September 30, 2025 (This space has been intentionally left blank) 342Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 39Financial instruments This section gives an overview of the significance of financial instruments for the Group and provides additional information on balance sheet items that contain financial instruments. The details of material accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in the restated financial information. 39.1Financial assets and liabilities Category-wise classification of financial instruments As at September 30, 2025 Particulars FVTPL* Amortised cost Total Carrying Total Fair value value Financial assets Other financial assets (non-current) 1 13.97 1 13.97 113.97 Trade receivables - 2 37.75 2 37.75 237.75 Cash and cash equivalents - 3 1.01 3 1.01 31.01 Bank balances - 8 20.94 8 20.94 820.94 Other financial assets (current) - 4 4.41 4 4.41 44.41 Loans - 0 .16 0 .16 0.16 Total - 1 ,248.24 1 ,248.24 1,248.24 Financial liabilities Lease liabilities (Non Current) - 1 24.54 1 24.54 124.54 Lease liabilities (Current) - 9 3.51 9 3.51 93.51 Borrowings (current) - 1 88.68 1 88.68 188.68 Trade payables (current) - 4 42.75 4 42.75 442.75 Other financial liabilities (current) - 4 7.80 4 7.80 47.80 Total - 8 97.28 8 97.28 897.28 As at March 31, 2025 Particulars FVTPL* Amortised cost Total Carrying Total Fair value value Financial assets Other financial assets (non-current) 1 90.64 1 90.64 190.64 Trade receivables - 3 12.83 3 12.83 312.83 Cash and cash equivalents - 2 7.96 2 7.96 27.96 Bank balances - 6 05.96 6 05.96 605.96 Other financial assets (current) 4 4.82 4 4.82 44.82 Loans - 0 .54 0 .54 0.54 Total - 1 ,182.75 1 ,182.75 1,182.75 Financial liabilities Borrowings (Non current) - 1 .91 1 .91 1.91 Borrowings (current) - 1 83.54 1 83.54 183.54 Trade payables (current) - 2 96.94 2 96.94 296.94 Other financial liabilities (current) - 9 .57 9 .57 9.57 Total - 4 91.96 4 91.96 491.96 As at March 31, 2024 Particulars FVTPL* Amortised cost Total Carrying Total Fair value value Financial assets Other financial assets (non-current) 2 3.69 2 3.69 23.69 Trade receivables - 2 91.80 2 91.80 291.80 Cash and cash equivalents - 3 5.81 3 5.81 35.81 Bank balances - 1 58.64 1 58.64 158.64 Other financial assets (current) 1 26.69 1 26.69 126.69 Loans - 5 1.91 5 1.91 51.91 Total - 6 88.54 6 88.54 688.54 Financial liabilities Borrowings (Non current) - 2 1.68 2 1.68 21.68 Borrowings (current) - 6 3.40 6 3.40 63.40 Trade payables (current) - 3 73.93 3 73.93 373.93 Other financial liabilities (current) - 9 .11 9 .11 9.11 Total - 4 68.12 4 68.12 468.12 As at March 31, 2023 Particulars FVTPL* Amortised cost Total Carrying Total Fair value value Financial assets Other financial assets (non-current) 2 9.23 2 9.23 29.23 Trade receivables - 2 01.08 2 01.08 201.08 Cash and cash equivalents - 1 1.65 1 1.65 11.65 Bank balances - 1 01.77 1 01.77 101.77 Other financial assets (current) 1 24.32 1 24.32 124.32 Loans - 7 5.49 7 5.49 75.49 Total - 5 43.54 5 43.54 543.54 Financial liabilities Borrowings (Non current) - 6 7.62 6 7.62 67.62 Borrowings (current) - 1 50.41 1 50.41 150.41 Trade payables (current) - 2 67.62 2 67.62 267.62 Other financial liabilities (current) - 8 .31 8 .31 8.31 Total - 4 93.96 4 93.96 493.96 *Fair value through profit or loss The following methods / assumptions were used to estimate the fair values: i)Thecarryingvalueofbankdeposits,tradereceivables,cashandcashequivalents,tradepayables,otherfinancialassetsandotherfinancialliabilitiesmeasuredatamortisedcostapproximatetheirfairvalue,dueto their short term nature. ii) Lease liabilities are measured at amortised cost, the carrying amounts approximate to fair values, as lease liabilities are recognised based on the present value of the remaining lease payments. 343Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 39.2Fair Value Hierarchy This section explains the judgements and estimates made in determining the fair value of financial instruments that are (a) recognised and measured at fair value (b) measured at amortised cost and for which fair values are disclosed in the financial statements. The following methods and assumptions were used to estimate the fair values: Level 1: This level includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. The Group does not have any financial assets or financial liabilities that are required to be measured at fair value. 39.3Financial instrument- fair values and risk management (continued) The Chief Operating Decision Maker (CODM) being the Board of Directors (Board) has overall responsibility for the establishment and oversight of the Group risk management framework. Board of Directors regularly reviews the changes in the market conditions, management policies and procedures and the adequacy of risk management framework in relation to the risks faced by the Group. The framework seeks to identify, asses and mitigate financial risk in order to minimize potential adverse effects on the Group's financial performance. In the course of its business, the Group is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. The Group has exposure to the following risks arising from financial instruments: 1) Market risk 2) Credit risk 3) Liquidity risk This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. 1) Market risk Market risk is the risk of loss of future earnings, fair values, or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables, and all short-term and long-term debt. The Group is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk, and the market value of its investments. Thus, the Group’s exposure to market risk is a function of its investing and borrowing activities as well as revenue-generating and operating activities in foreign currencies. A. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt obligations with floating interest rates. The interest rate risk arises due to uncertainties about the future market interest rate of these borrowings. The Group has following variable and fixed interest rate borrowings as at end of reporting periods: As at As at As at As at Particulars September 30, March 31, 2025 March 31, 2024 March 31, 2023 2025 Financial liability Fixed rate borrowings - 9.68 46.72 123.37 Variable rate borrowings 188.68 175.77 38.37 94.66 Total Borrowing 1 88.68 1 85.45 8 5.09 2 18.03 Interest rate sensitivity - variable rate instruments The sensitivity analysis below have been determined based on the exposure to interest rates for financial instruments at the end of the reporting year and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /(decreased) profit /loss by the amounts as under: Profit or loss Particulars 100 basis point 100 basis point increase decrease As at September 30, 2025 (1.89) 1.89 As at March 31, 2025 (1.76) 1.76 As at March 31, 2024 (0.38) 0.38 As at March 31, 2023 (0.95) 0.95 B. Foreign currency risk The fluctuation in foreign currency exchange rates may have potential impact on the income statement, statement of comprehensive income, balance sheet, statement of changes in equity and statement of cash flows where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency. The summary quantitative data about the Group’s unhedged exposure to currency risk as reported to the management is as follows. As at As at As at As at Particulars September 30, March 31, 2025 March 31, 2024 March 31, 2023 2025 Foreign currency payables: USD 251.57 66.67 98.26 63.76 JPY 34.13 - - - Foreign currency receivables: USD 3.87 - - - Change in USD rate (Net) Impact on profit before tax due to increase of 5.00% (12.38) (3.33) (4.91) (3.19) Impact on profit before tax due to decrease of 5.00% 1 2.38 3 .33 4 .91 3.19 Change in JPY rate (net) Impact on profit before tax due to increase of 5.00% (1.71) - - - Impact on profit before tax due to decrease of 5.00% 1.71 - - - C. Price Risk The price risk arises due to uncertainties about the future market values of these investments. Since the Group does not have any investment in mutual fund or equity investment the Group is not exposed to any significant price risk. 344Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 2) 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. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets A. Trade receivables Customer credit risk is managed subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit review and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. Trade receivables generally on terms of 60-90 days. At the year end the Group does not have any significant concentrations of bad debt risk. An impairment analysis is performed at each reporting date on an individual basis for major clients. The calculation is based on historical data. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets. Most of the sales are made to government customers like Indian Railways. For private customers, the Group evaluates the creditworthiness based on publicly available financial information and the Group historical experiences. The Group’s major customers includes public sector undertakings. Accordingly, the Group’s customer credit risk is low. The Group exposure to its counterparties are continuously reviewed and monitored by the Chief Operating Decision Maker (CODM) being the Board of Directors (Board). Credit period varies as per the contractual terms with the customers. Group doesn’t have financing component in the contracts with customers. Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry. The Group is a manufacturer of Railway Equipments and one customer of the Group individually accounted for more than 70% of the outstanding trade receivable as at September 30, 2025 (March 31, 2025: One customer, March 31, 2024 : One customer, and March 31, 2023 : One customer). Expected credit loss under simplified approach for trade receivables: As at As at As at As at Particulars September 30, March 31, 2025 March 31, 2024 March 31, 2023 2025 Ageing of gross carrying amount Unbilled revenue 20.29 - - - Less than 6 months 202.50 275.99 283.60 179.45 6 months -1 Year 10.23 34.11 4.38 18.28 1 - 2 Years 4.17 2.56 3.70 1.23 2 - 3 Years - 0.17 - 1.71 More than 3 years 0.56 - 0.12 0.41 Gross carrying value 237.75 312.83 291.80 201.08 Expected credit loss: - - - - Net carrying value 237.75 312.83 291.80 201.08 B. Financial instruments and cash deposits Credit risk is limited as the Group generally invests in deposits with banks with high credit rating assigned by international and domestic credit rating agencies. Counter party credit limits are reviewed by the Group periodically and the limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payment. 3) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial assets. The Group’s financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group regularly monitors the rolling forecasts to ensure it has sufficient cash on an ongoing basis to meet operational needs. Any short-term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required), and any excess is invested in interest-bearing term deposits with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities. The following table shows the maturity analysis of the Group’s financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023: Maturity profile of financial liabilities Contractual cash flows: Less than 12 1 to 5 years > 5 years Total Particulars months As at September 30, 2025 Leases (Non-current) - 152.26 1 5.55 167.81 Leases (current) 93.51 - - 93.51 Borrowings (current) 188.68 - - 188.68 Trade payables (current) 442.75 - - 442.75 Other financial liabilities (current) 47.80 - - 47.80 772.74 152.26 15.55 940.55 As at March 31, 2025 Borrowings (Non current) - 1.91 - 1.91 Borrowings (current) 183.54 - - 183.54 Trade payables (current) 296.94 - - 296.94 Other financial liabilities (current) 9.57 - - 9.57 490.05 1.91 - 491.96 As at March 31, 2024 Borrowings (Non current) - 21.68 - 21.68 Borrowings (current) 63.40 - - 63.40 Trade payables (current) 373.93 - - 373.93 Other financial liabilities (current) 9.11 - - 9.11 446.44 21.68 - 468.12 As at March 31, 2023 Borrowings (Non current) - 67.62 - 67.62 Borrowings (current) 150.41 - - 150.41 Trade payables (current) 267.62 - - 267.62 Other financial liabilities (current) 8.31 - - 8.31 426.34 67.62 - 493.96 345Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 40Segment reporting Basis for Segmentation Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resource and assessing performance. According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. Based on the consideration of dominant sources and nature of risk & returns, the Group is considered a Rail equipments manufacturer. Most of the activities are revolving around this business and accordingly has only one reportable segment. The geographical location of its main operations, internal organization/ reporting and management structure supports such treatment. Other information The Group is a manufacturer of railway equipment and revenue from one customer (various railway units) accounted for more than 10% of the total revenue as at September 30, 2025 (March 31, 2025: one Customer, March 31, 2024 : One customer, and March 31, 2023 : One customer). Revenue from the customer amounted to Rs. 1475.73 million for the six months period ended September 30, 2025 (March 31, 2025: 3092.20 million, March 31, 2024: 2247.02 million and March 31, 2023: 743.15 million) Geographical information All non current assets of the Group are located in India. Revenue from external customers Particulars For the six months period For the year ended For the year ended For the year ended ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Within India 1 ,555.82 3,264.18 2,329.80 8 60.67 Outside India 4 .81 - - - Total revenue as per consolidated statement of profit and loss 1,560.63 3,264.18 2,329.80 860.67 (This space has been intentionally left blank) 346Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 41 Capital Management Capital includes equity share capital and other equity attributable to the equity holders of the Group. The primary objective of the Group’s capital management is to ensure that it maintains an efficient capital structure and maximise the shareholder’s value. In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. The Group has complied with those covenants throughout the reporting period. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total equity net debt. The Group includes within net debt, long-term and short-term loans and borrowings (including current maturities of long-term borrowings) and lease liabilities less cash and cash equivalents and bank balances. As at As at As at As at Particulars September 30, 2025 March 31,2025 March 31, 2024 March 31, 2023 Borrowings (Non current) - 1 .91 2 1.68 6 7.62 Borrowings (Current) 1 88.68 1 83.54 6 3.40 1 50.41 Less: Cash and cash equivalents ( 31.01) ( 27.96) ( 35.81) ( 11.65) Net debt/ (surplus) (A) 1 57.67 1 57.49 4 9.27 2 06.38 Total equity (B) 1 ,903.84 1 ,649.65 1 ,250.83 9 86.89 Capital and net debt (C=A+B) 2 ,061.51 1 ,807.14 1 ,300.10 1 ,193.27 Gearing ratio A/C 7.65% 8.71% 3.79% 17.30% (This space has been intentionally left blank) 347Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 42 Statement of adjustments to audited consolidated financial statements 42.1 For the year ended March 31, 2023: First-time adoption of Ind-AS TherestatedconsolidatedstatementofassetsandliabilitiesoftheGroupasatMarch31,2024,March31,2025andSeptember30,2025andtherestatedconsolidatedstatementofprofitand loss,therestatedconsolidatedstatementofcashflows,therestatedconsolidatedstatementofchangesinequityandtherestatedconsolidatedfinancialinformationfortheyearsendedMarch 31,2024andMarch31,2025andforthesixmonthsperiodendedSeptember30,2025havebeenpreparedunderIndianAccountingStandards('IndAS')notifiedunderSection133ofthe ActreadwiththeCompanies(IndianAccountingStandards)Rules,2015asamendedbyCompanies(IndianAccountingStandards)Rules,2016andotherrelevantprovisionsoftheAct,to the extent applicable. InaccordancewiththetransitionprovisionspecifiedunderIndAS101,thedateoftransitiontoIndASisApril01,2022.InaccordancewithSEBI(IssueofCapitalandDisclosure Requirements)Regulations,2018readwithICAIGuidanceNoteonReportonCompanyProspectuses(Revised2019),thespecialpurposeconsolidatedfinancialstatementsfortheyear endedMarch31,2023 hasbeenpreparedaftermakingsuitableadjustmentstotheaccountingheadsfromtheirIndianGAAPvaluesfollowingaccountingpolicies(bothmandatoryexceptions andoptionalexemptions)availedasperIndAS101forthetransitiondateofApril01,2022andasperthepresentation,accountingpoliciesandgrouping/classificationsfollowedasatandfor the six months period ended September 30, 2025. A. Exemptions applied: (i)Mandatory exceptions (a)Classification and measurement of financial assets: Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as at the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Group has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. (b)Estimates: OnassessmentoftheestimatesmadeunderthepreviousGAAPfinancialstatements,theGrouphasconcludedthatthereisnonecessitytorevisetheestimatesunderIndAS,asthereisno objectiveevidenceofanerrorinthoseestimates.However,estimatesthatwererequiredunderIndASbutnotrequiredunderpreviousGAAParemadebytheGroupfortherelevantreporting dates reflecting conditions existing as at that date. Further, the adoption of Ind AS has not resulted in any revision to the Group’s significant accounting estimates. (c)De-recognition of financial assets and liabilities Afirst-timeadoptershouldapplythederecognitionrequirementsinIndAS109,FinancialInstruments,prospectivelytotransactionsoccurringonorafterthedateoftransition.Therefore,ifa first-timeadopterderecognizednon-derivativefinancialassetsornon-derivativefinancialliabilitiesunderitsIndianGAAPasaresultofatransactionthatoccurredbeforethedateof transition,itshouldnotrecognizethosefinancialassetsandliabilitiesunderIndAS(unlesstheyqualifyforrecognitionasaresultofalatertransactionorevent).Afirst-timeadopterthat wantstoapplythederecognitionrequirementsinIndAS109,FinancialInstruments,retrospectivelyfromadateoftheentity'schoosingmayonlydoso,providedthattheinformationneededto applyIndAS109,FinancialInstruments,tofinancialassetsandfinancialliabilitiesderecognizedasaresultofpasttransactionswasobtainedatthetimeofinitiallyaccountingforthose transactions. (d)Classification of security deposit Under Ind AS, security deposit received/given are recorded as current financial liability/current financial assets as the same is repayable/receivable on demand. (ii)Optional exceptions: (a)Deemed cost for property, plant and equipment: Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statement as at the date of transition to Ind AS, measured as per previous GAAP and used that as its deemed cost as at the date of transition after making necessary adjustment for decommissioning liabilities. Accordingly, the Group has elected to measure all of its property, plant and equipment at their previous GAAP carrying value as at transition date April 01, 2022. (b)Investment in joint venture Under previous GAAP, joint ventures were classified as subsidiaries and accordingly accounted for using the line by line method at the time of consolidation. Based on an assessment under Ind AS 111 "Joint Arrangements", these have been accounted as jointly controlled operations using the equity accounting method. The assessment is based on the fact that there is a contractual arrangement that indicate that the parties to the joint ventures have rights to the assets and obligations for the liabilities of the joint arrangement. The Group has elected to carry its investment in its joint venture at deemed cost being carrying amount under previous GAAP on the transition date. B.Reconciliations between the special purpose consolidated financial statements and audited financial statements (IGAAP) of the Company. 1. Reconciliation of total equity between previous GAAP and Ind AS: Particulars As at As at Note March 31, 2023 April 01, 2022 Total equity reported earlier under previous GAAP 821.13 603.71 Ind AS adjustments Adjustment for business combination (ii) 112.82 - Prior period adjustments (i)(a) 52.94 59.88 Total adjustments 165.76 59.88 Total equity as per special purpose consolidated financial statements 986.89 663.59 2. Reconciliation of profit and other comprehensive income/(loss) for the year ended March 31, 2023 Particulars As at Note March 31, 2023 Profit after tax as per as per audited IGAAP financials for the year ended March 31, 2023 63.48 Ind AS adjustments Adjustment for business combination (ii) 55.77 Prior period adjustments (i)(b) (6.94) Total adjustments 48.83 Total comprehensive income for the year ended March 31, 2023 as per special purpose consolidated financial statements 112.31 348Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 3. Impact of the adjustment on the cash flows statement for the year ended 31 March 2023 As per previous Particulars Ind AS adjustments As per Ind AS GAAP Net cash flows from operating activities 168.42 (234.43) (66.01) Net cash flows used in investing activities (163.69) 145.57 (18.12) Net cash flows from financing activities 24.55 3.27 27.81 Net increase/(decrease) in cash and cash equivalents 29.28 (85.60) (56.32) Cash and cash equivalents as at April 01,2022 79.10 (14.90) 64.21 Cash and cash equivalents acquired on account of business combination - 3.76 3.76 Cash and cash equivalents as at March 31, 2023 108.38 (96.73) 11.65 4,Notes: (i)Prior period adjustments The Group identified errors in the application of certain accounting policies. Accordingly, upon transition to Ind AS, the Group has rectified these errors by restating the balance sheet and the statement of profit and loss. The impact of errors on total other equity and total comprehensive income is as follows: (a)Impact of error correction on total equity: As at As at Particulars Note March 31, 2023 April 01, 2022 Impact of items creating a positive/ (negative) impact on total equity: -Correction of revenue recognised in prior periods (v) 69.32 83.33 -Correction of depreciation recognised in prior periods (v) 5.71 3.77 -Correction of inventory valuation relating to prior periods (v) 5.06 6.84 -Correction of other income recognised in prior periods (v) 0.41 - -Correction of consolidation error in prior period (ii) 5.61 - -Correction of provision for employee benefits relating to prior periods (iii) and (v) (5.42) (5.07) -Correction of warranty provision relating to prior periods (v) (13.09) (9.73) -Correction of deferred tax on warranty (iv) and (v) 2.83 1.97 -Correction of deferred tax on employee benefits (iv) and (v) 1.19 1.28 -Correction of deferred tax recognised in prior periods (iv) and (v) (17.35) (21.92) -Others (1.33) (0.59) Total impact of correction of errors 52.94 59.88 (b)Impact of error correction on total comprehensive income: As at Particulars Note March 31, 2023 Impact of items creating a positive/ (negative) impact on total comprehensive income: -Correction of revenue recognised in prior periods (v) (14.01) -Correction of depreciation recognised in prior periods (v) 1.94 -Correction of inventory valuation relating to prior periods (v) (1.78) -Correction of other income recognised in prior periods (v) 0.41 -Correction of consolidation error in prior period (ii) 5.61 -Correction of provision for employee benefits relating to prior periods (iii) and (v) (0.35) -Correction of warranty provision relating to prior periods (v) (3.36) -Correction of deferred tax on warranty (iv) and (v) 0.86 -Correction of deferred tax on employee benefits (iv) and (v) (0.09) -Deferred tax on prior period error (iv) and (v) 4.57 -Others (0.74) Total impact of correction of errors (6.94) (ii)Adjustment for business combination The Group held an investment in Pioneer Rail Equipments Private Limited representing 49% equity interest, which was classified as a joint venture and accounted for using the equity method of accounting. On November 04, 2022, the Group acquired an additional 27% equity interest, pursuant to which Pioneer Rail Equipments Private Limited became a subsidiary of the Group with effect from November 04, 2022 and has been consolidated thereafter. The acquisition was required to be accounted for as a step acquisition in accordance with the acquisition method prescribed under Ind AS 103 – Business Combinations, whereby the previously held equity interest is required to be remeasured at fair value as at the acquisition date and the resulting gain or loss recognised in profit or loss. During the current period, while preparing the restated consolidated financial information in accordance with Ind AS, the Management identified and corrected the following material errors in the accounting for the step acquisition as at and for the year ended March 31, 2023: (a) Correction of error in remeasurement of previously held equity interest On acquisition of control, the previously held 49% equity interest in Pioneer Rail Equipments Private Limited was not remeasured at fair value in the audited consolidated financial statements prepared under the previous accounting framework. In accordance with Ind AS 103, such previously held equity interest is required to be remeasured at fair value on the acquisition date. Accordingly, the investment has been remeasured at its fair value in the Consolidated Restated Financial Information and the resultant difference has been recognised in profit or loss. (b) Correction of error in recognition of bargain purchase gain Consequent to the fair value remeasurement of the previously held equity interest and determination of the fair value of identifiable net assets acquired, the excess of the fair value of net assets acquired over the total purchase consideration paid has been recognised as gain on bargain purchase. Such gain was either not appropriately recognised or was incorrectly measured in the audited consolidated financial statements and has been corrected in the restated consolidated financial information. The above corrections have been made in accordance with Ind AS 101 – First-time Adoption of Indian Accounting Standards. The Group has applied the optional exemption relating to business combinations as specified in paragraph C1 of Ind AS 101 and, accordingly, business combinations occurring prior to the date of transition to Ind AS have not been restated. However, since the acquisition of control over Pioneer Rail Equipments Private Limited occurred after the date of transition, the transaction has been accounted for in accordance with Ind AS 103 and the subsidiary has been consolidated from the acquisition date in accordance with Ind AS 110. 349Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) (iii)Defined benefit obligation UnderIndianGAAP,theGrouprecognisedcostsrelatedtoitspost-employmentdefinedbenefitplanonanactuarialbasis.UnderIndianGAAP,theentirecost,includingactuarialgainsand losses,arechargedtoprofitorloss.UnderInd-AS,remeasurements[comprisingofactuarialgainsandlosses,theeffectoftheassetceiling,excludingamountsincludedinnetinterestonthe netdefinedbenefitliabilityandthereturnonplanassetsexcludingamountsincludedinnetinterestonthenetdefinedbenefitliabilityaretoberecognisedimmediatelyinthebalancesheet with a corresponding debit or credit to retained earnings through OCI. Therefore,theGrouphasrecognisedalltheremeasurementgain/lossonthedefinedbenefitliabilityinothercomprehensiveincome-Itemsthatwillnotbereclassifiedsubsequentlytorestated consolidated profit and loss statements forming part of total comprehensive income from the date of transition to Ind AS. (iv)Deferred tax The Group has recognised deferred tax assets (net) on Provisions for doubtful debts other temporary difference on account of rectification of prior period errors and on account of adjustments made on transition to Ind AS. Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP. In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the group has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity. (v)Explanatory notes for prior period adjustments Under its Previous GAAP, the Group identified certain errors relating to the cut-off of revenue, valuation of inventory and year-end purchases, errors in depreciation calculations, incorrect recognition of other income, recognition of certain expenses in incorrect accounting periods, non-recognition of warranty provisions, and the estimation of long-term employee benefits based on actuarial valuation, which had been erroneously omitted or incorrectly accounted for in prior periods. Accordingly, adjustments have been made to the affected financial statement line items of prior years. These adjustments represent the correction of errors and are not the result of a change in accounting policy. Further, under Previous GAAP, revenue was recognised when the seller transferred the property in goods. In accordance with Ind AS 115, revenue is recognised when the Company satisfies a performance obligation by transferring the promised goods or services to customers. The transition to Ind AS has required alignment of revenue recognition principles with the performance- obligation-based model prescribed under Ind AS. (vi)Material regrouping: Appropriate regroupings have been made in the restated consolidated balance sheet, restated consolidated statement of profit & loss and restated consolidated statement of cashflows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cashflows, in order to bring them in line with the accounting policies and classification as per Ind AS financial information of the Company for the six months period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024, March 31, 2023 prepared in accordance with Schedule III of Companies Act, 2013, requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. 42.2 For the year ended March 31, 2024: Prior period error adjustment During the year ended March 31, 2025, the Group identified errors in the application of accounting policies in certain areas relating to the year ended March 31, 2024. These errors have been corrected by restating the affected line items in the financial statements for the relevant prior period. The following tables summarise the impact of these on the Group’s special purpose consolidated financial statements:- 1.Reconciliation of total equity: Particulars As at March 31, 2024 Total equity as previously reported 1 ,085.04 Impact of items creating a positive/ (negative) impact on total equity: -Correction of revenue recognised in prior periods 6 0.37 -Correction of depreciation recognised in prior periods 8 .50 -Correction of inventory valuation relating to prior periods (0.91) -Correction of other income recognised in prior periods 0 .41 -Correction of consolidation error in prior period 1 18.63 -Correction of expenses recognised in prior periods 1 3.42 -Correction of provision for employee benefits relating to prior periods 0 .31 -Correction of Minimum Alternate Tax error (4.65) -Correction of warranty provision relating to prior periods (24.82) -Correction of deferred tax on warranty 6 .26 -Correction of deferred tax on employee benefits (0.20) -Deferred tax on prior period error (13.19) -Prior period error of deferred tax 1 .61 -Others 0 .05 Total adjustment 165.79 Total equity as per special purpose consolidated financial statements 1 ,250.83 2.Reconciliation of total comprehensive income: Particulars For the year ended March 31, 2024 Total comprehensive income as previously reported (A) 2 65.24 Impact of items creating a positive/ (negative) impact on total comprehensive income: -Correction of revenue recognised in prior periods (8.95) -Correction of depreciation recognised in prior periods 2 .79 -Correction of inventory valuation relating to prior periods (5.96) -Correction of consolidation error in prior period 0 .18 -Correction of expenses recognised in prior periods 1 3.42 -Correction of provision for employee benefits relating to prior periods 5 .73 -Correction of MAT error (4.65) -Correction of warranty provision relating to prior periods (11.73) -Correction of deferred tax on warranty 3 .43 -Correction of deferred tax on employee benefits (1.38) -Correction of deferred tax recognised in prior periods 4 .16 -Prior period error of deferred tax 1 .61 -Others 0 .05 Total (B) (1.30) Total comprehensive income as per special purpose consolidated financial statements (A+B) 2 63.94 350Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 3.Impact of adjustment on the cash flows statement for the year ended 31 March 2024 As per special purpose As previously Particulars Adjustments consolidated financial reported statements Net cash flows from operating activities 203.66 3.16 206.82 Net cash flows used in investing activities (31.84) (6.78) (38.62) Net cash flows from financing activities (147.66) 3.62 (144.04) Net increase/(decrease) in cash and cash equivalents 24.16 0.00 24.16 Cash and cash equivalents as at March 31, 2023 11.64 0.00 11.65 Cash and cash equivalents as at March 31, 2024 35.81 - 35.81 4.Reconciliation of the assets and liabilities in the previously prepared financial statements and as per the special purpose consolidated financial statement is as follows: As at March 31, 2024 As per special purpose Particulars As previously reported Ind AS-8 adjustments Reclassification consolidated financial statements ASSETS Non-current assets Property, plant and equipment 507.78 117.00 - 624.78 Financial assets: - - (i) Other financial assets 51.91 - (28.22) 23.69 Other non-current assets - - 7.16 7.16 Total non-current assets 559.69 117.00 (21.06) 655.63 Current assets Inventories 424.86 (0.91) (0.34) 423.61 Financial assets: (i) Trade receivables 329.06 60.37 (97.63) 291.80 (ii) Cash and cash equivalents 35.81 - 35.81 (iii) Bank balances other than cash and cash equivalents 172.59 0.41 (14.36) 158.64 (iv) Loans - 51.91 51.91 (v) Other financial assets - 126.69 126.69 Other current assets 159.30 (91.53) 67.77 Total current assets 1,121.62 59.87 (25.26) 1,156.23 Total Asset 1,681.31 176.87 (46.32) 1,811.86 EQUITY AND LIABILITIES Equity Equity share capital 255.34 - - 255.34 Other equity 629.80 142.17 - 771.97 Equity attributable to owners of the Parent Company 885.14 142.17 - 1,027.31 Non-controlling interest 199.90 23.62 - 223.52 Total Equity 1,085.04 165.79 - 1,250.83 LIABILITIES Non-current liabilities Financial liabilities: (i) Borrowings 31.68 - (10.00) 21.68 Provisions 7.37 24.51 (5.22) 26.66 Deferred tax liabilities (net) 31.92 1.88 (17.20) 16.60 Total non-current liability 70.97 26.39 (32.42) 64.94 Current liabilities Financial liabilities: (i) Borrowings 53.40 - 10.00 63.40 (ii) Trade payables Total outstanding dues of micro enterprises and small enterprises; and 174.44 (26.51) (14.84) 133.08 Total outstanding dues of creditors other than micro enterprises and small 208.13 - 32.72 240.85 enterprises (iii) Other financial liabilities - - 9.11 9.11 Other current liabilities 71.96 - (59.36) 12.60 Provisions 1.31 11.20 8.47 20.98 Current tax liabilities (net) 16.07 - - 16.07 Total current liabilities 525.31 (15.31) (13.90) 496.08 Total liability 596.27 11.08 (46.32) 561.03 Total equity and liabilities 1,681.31 176.87 (46.32) 1,811.86 351Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 5.Reconciliation of the income and expense presented in the statement of profit and loss in the previously prepared consolidated financial statements and as per the special purpose consolidated statement of profit and loss is as follows: As per special purpose Particulars As previously reported Ind AS adjustments Reclassification consolidated financial statements INCOME Revenue from operations 2,346.33 (8.95) (7.58) 2,329.80 Other income 27.01 - (0.75) 26.26 Total Income (I) 2,373.34 (8.95) (8.33) 2,356.06 EXPENSES Cost of materials consumed 1,790.74 (3.38) (213.98) 1,573.38 Purchase of stock in trade - - 37.11 37.11 Changes in stock of finished goods (154.12) - 7.63 (146.49) Employee benefits expense 106.05 (5.69) 9.90 110.26 Finance costs 14.72 3.00 (3.63) 14.09 Depreciation expenses 50.26 (2.97) 0.00 47.29 Other expenses 200.85 4.59 154.64 360.08 Total Expenses (II) 2,008.50 (4.45) (8.33) 1,995.72 Profit/ (loss) before tax III = (I-II) 364.84 (4.50) (0.00) 360.34 Tax Expense: (a) Current Tax 78.50 - 4.66 83.16 (b) Tax related to previous year - - 1.15 1.15 (c) MAT credit (entitlement) / Utilised 5.81 - (5.81) - (d) Deferred tax (credit)/change 15.29 (3.17) - 12.12 Total tax expense (IV): 99.60 (3.17) (0.00) 96.43 Profit/ (loss) for the year (V) = (III-IV) 265.24 (1.33) (0.00) 263.91 Other comprehensive income /(loss) Items that will not be reclassified to profit & loss Re-measurement of defined benefit plans gain/ (loss) - 0.04 0.00 0.04 Income tax relating to these items - (0.01) - (0.01) Total other comprehensive income for the year (net of tax) (VI) - 0.03 0.00 0.03 - Total comprehensive income for the year, net of tax 265.24 (1.30) - 263.94 6.Reconciliation of the basic and diluted EPS disclosed in the previously prepared financial statements and as per the special purpose consolidated financial statement for year ended March 31, 2024 is as follows: As per special purpose As previously Particulars Adjustments consolidated financial reported statements Basic EPS (in Rs.) 8.89 0.09 8.98 Diluted EPS (in Rs.) 8.89 0.09 8.98 (This space has been intentionally left blank) 352Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 43 Business Combination – Acquisition of Control in Pioneer Rail Equipments Private Limited Till end of November 03, 2022, the Group had investment in Pioneer Rail Equipments Private Limited which was considered as joint venture having 49% equity interest and accounted for using equity method of accounting. On November 04, 2022, the Group also acquired additional 27% equity interest, due to which the Pioneer Rail Equipments Private Limited became a subsidiary of the Group with effect from November 04, 2022 and has been consolidated as on March 31, 2023. The transaction has been accounted as per acquisition method specified in IND AS 103 “Business Combination” as step acquisition and accordingly, the excess of fair value of net assets acquired over purchase consideration paid has been attributed to gain on bargain purchase. Assets acquired and liabilities assumed The fair values of the identifiable assets and liabilities of Pioneer Rail Equipments Private Limited as on date of acquisition (November 04, 2022) were: Purchase price Particulars allocated Assets Property, plant and equipment 4 89.69 Deferred tax assets (net) 2 1.60 Inventories 7 2.90 Trade receivables 6 .80 Cash and cash equivalents 3 .76 Other bank balances 1 88.44 Other financial assets (Current) 9 .01 Other current assets 1 3.22 Total assets 8 05.42 Liabilities Provisions 6 .45 Trade payables 2 0.43 Other financial liabilities 0 .31 Other current liabilities 0 .90 Total liabilities 2 8.09 Gain on bargain purchase / capital reserve on acquisition Particulars Amount Total identifiable net assets at fair value 7 77.33 Less: Cash consideration paid 1 85.45 Fair value of previously held interest 3 80.89 Fair value of non-controlling interest 1 86.56 Gain on bargain purchase on step acquisition 2 4.43 Amounts recognised in restated statement of profit and loss Particulars Amount Fair value gain of previously held equity interest 5 5.46 Share in profit of joint venture till the date of acquisition 0 .31 Total 5 5.77 Bargain purchase gain amounting to Rs 24.43 million has been recognised as capital reserve in accordance with paragraph 36-A of Ind AS 103 353Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 44Additional information pursuant to Division II of Schedule III to the Companies Act, 2013 ‘General instructions, of enterprises consolidated as subsidiaries for the preparation of restated consolidated financial information (i) As of September 30, 2025 Net assets i.e. total assets minus total Share in profit/ (loss) Share in OCI Share in total comprehensive income liabilities Name of the entity % of consolidated Amount % of consolidated Amount % of consolidated Amount % of consolidated Amount net assets profit / (loss) OCI total other comprehensive income Parent Company: Pioneer Fil-Med Limited (Formerly known 64.73% 1,232.39 53.00% 134.65 (100.00%) (0.13) 52.92% 134.52 as Pioneer Fil-Med Private Limited) Subsidiary: Pioneer Rail Equipments Private Limited 55.96% 1,065.38 52.03% 132.19 200.00% 0.26 52.11% 132.45 Sub Total 120.69% 2,297.77 105.03% 266.84 100.00% 0.13 105.03% 266.97 Intercompany elimination and (20.69%) (393.93) (5.03%) (12.78) - - (5.03%) (12.78) consolidation adjustments Total 100.00% 1,903.84 100.00% 254.06 100.00% 0.13 100.00% 254.19 (ii) As of March 31, 2025 Net assets i.e. total assets minus total Share in profit/ (loss) Share in OCI Share in total comprehensive income liabilities Name of the entity % of consolidated Amount % of consolidated Amount % of consolidated Amount % of consolidated Amount net assets profit / (loss) OCI total other comprehensive income Parent Company: Pioneer Fil-Med Limited (Formerly known 66.55% 1,097.80 68.18% 275.69 107.04% 2.28 68.38% 277.97 as Pioneer Fil-Med Private Limited) Subsidiary: Pioneer Rail Equipments Private Limited 56.55% 932.94 37.76% 152.68 (6.95%) (0.15) 37.52% 152.53 Sub Total 123.10% 2,030.74 105.93% 428.37 100.09% 2.13 105.90% 430.50 Intercompany elimination and (23.10%) (381.10) (5.93%) (23.99) (0.00) (0.00) (5.90%) (23.99) consolidation adjustments Total 100.00% 1,649.65 100.00% 404.38 100.00% 2.13 100.00% 406.51 (iii) As of March 31, 2024 Net assets i.e. total assets minus total Share in profit/ (loss) Share in OCI Share in total comprehensive income liabilities Name of the entity % of consolidated Amount % of consolidated Amount % of consolidated Amount % of consolidated Amount net assets profit / (loss) OCI total other comprehensive income Parent Company: Pioneer Fil-Med Limited (Formerly known 65.55% 819.93 45.30% 119.55 441.18% 0.15 45.35% 119.70 as Pioneer Fil-Med Private Limited) Subsidiary: Pioneer Rail Equipments Private Limited 64.95% 812.45 54.78% 144.57 (326.47%) (0.11) 54.73% 144.46 Sub Total 130.50% 1,632.38 100.08% 264.12 114.71% 0.04 100.08% 264.16 Intercompany elimination and (30.50%) (381.55) (0.08%) (0.21) (14.71%) (0.00) (0.08%) (0.22) consolidation adjustments Total 100.00% 1,250.83 100.00% 263.91 100.00% 0.03 100.00% 263.94 (iii) As of March 31, 2023 Net assets i.e. total assets minus total Share in profit/ (loss) Share in OCI Share in total comprehensive income liabilities Name of the entity % of consolidated Amount % of consolidated Amount % of consolidated Amount % of consolidated Amount net assets profit / (loss) OCI total other comprehensive income Parent Company: Pioneer Fil-Med Limited (Formerly known 70.95% 700.24 41.66% 46.54 118.61% 0.70 42.06% 47.24 as Pioneer Fil-Med Private Limited) Subsidiary: Pioneer Rail Equipments Private Limited 67.69% 667.99 8.98% 10.03 (19.12%) (0.11) 8.83% 9.92 (w.e.f November 04, 2022) Joint venture: Pioneer Rail Equipments Private Limited - - 49.92% 55.77 - - 49.66% 55.77 (till November 04, 2022) Sub Total 138.64% 1,368.23 100.56% 112.34 99.49% 0.59 100.55% 112.93 Intercompany elimination and (38.64%) (381.34) (0.55%) (0.62) 0.51% 0.00 (0.55%) (0.62) consolidation adjustments Total 100.00% 986.89 100.01% 111.72 100.00% 0.59 100.00% 112.31 354Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 45 Disclosure of interest in other entities 45.1Disclosure pursuant to IND AS 112 "Disclosure of interest in other entities" : Subsidiary having material non controlling interest: Pioneer Rail Equipments Private Limited (incorporated in India) For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Proportion of ownership interests and voting rights held by non-controlling interests 24.00% 24.00% 24.00% 24.00% Profit /(loss) allocated to non-controlling interests 222.33 367.74 229.21 109.40 Accumulated non-controlling interests 284.22 252.43 223.52 188.85 Dividend paid to non-controlling interest - 7.69 - - Summarised statement of profit & loss For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 INCOME Revenue from operations 1,205.80 2358.12 1,393.03 82.98 Other income 20.06 33.87 17.54 8.08 Total Income 1,225.86 2,391.99 1,410.57 91.06 EXPENSES Cost of materials consumed 936.36 1,729.99 1,032.76 90.82 Purchase of stock-in-trade 0.50 - - - Changes in stock of finished goods and work-in-progress (77.59) 63.68 (91.73) (45.90) Employee benefits expense 24.12 44.66 40.54 9.17 Finance costs 5.50 9.42 2.30 0.62 Depreciation expenses 11.59 21.20 26.68 7.82 Other expenses 149.29 303.12 195.38 13.73 Total Expenses 1,049.77 2,172.07 1,205.93 76.26 Profit/ (loss) before tax 1 76.09 219.92 2 04.64 14.80 Tax Expense: 43.90 67.24 60.07 4.77 Profit/ (loss) after tax 132.19 152.68 144.57 10.03 Other comprehensive income /(loss) 0.26 (0.15) (0.11) (0.11) Total comprehensive income for the period/year, net of tax 132.45 152.53 144.46 9.92 Summarised statement of assets and liabilities As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Non-current assets 536.63 422.61 400.83 387.46 Current assets Cash and cash equivalents 21.05 0.52 31.97 9.45 Other 1,173.24 1,043.62 692.14 378.87 Total current assets 1,194.29 1,044.14 724.11 388.32 Total Asset 1,730.92 1,466.75 1,124.94 775.78 Non-current liabilities 37.42 47.26 24.97 2.44 Current liabilities 628.12 486.55 287.52 105.36 Total liability 665.54 533.81 312.49 107.80 Net Assets 1,065.38 932.94 812.45 667.99 Summarised statement of cash flows For the six months period For the year ended For the year ended For the year ended Particulars ended September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Net cash inflow / (outflow) from operating activities 142.64 218.32 86.98 76.04 Net cash inflow / (outflow) from investing activities (44.11) (364.90) (81.34) (81.21) Net cash inflow / (outflow) from financing activities (77.99) 115.13 16.88 (0.64) Net cash increase / (decrease) in cash and cash equivalents 20.56 (31.45) 22.52 (5.81) Cash & cash equivalents - as at the beginning of the period/year 0.51 31.97 9.45 15.26 Cash & cash equivalents - as at the end of the period/year 21.07 0.52 31.97 9.45 355Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 45.2 Disclosure of Interest in other entities (cont'd) Joint operation on work sharing basis Contracts executed in joint arrangement under work sharing arrangement (consortium) is set out below. The principal place of business of all these arrangements is in India. Name of the Joint operation Description of interest Group’s share Panasonic Manufacturing (Beijing) Co,Ltd-Pioneer Fil-Med Private Limited Consortium-I Non-Lead 29.98% Panasonic Manufacturing (Beijing) Co,Ltd-Pioneer Fil-Med Private Limited Consortium-II Non-Lead 58.09% Nature of work executed on sharing basis Contractsexecutedinjointoperationunderworksharingarrangement(consortium)isaccountedtotheextentworkexecutedbytheGroupasthatofanindependent contract.thebillingisdonebyrespectivejointentitiesandRs.18.14millionsamounttowardsshareofisincludedinrevenueunderrestatedconsolidatedfinancial information (March 31, 2025; Rs. Nil, March 31, 2024; Rs. Nil, March 31, 2023; Rs. Nil). (This space has been intentionally left blank) 356Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 46 Notes to adjustments : Statement of restatement adjustments to audited consolidated financials statements: A. Reconciliation between audited equity and restated equity As at As at As at As at Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Total equity as per consolidated financial statements/special purpose consolidated financial statements 1,903.84 1,649.65 1,250.83 986.89 Adjustments: - - - - Total equity as per restated statement of assets and liabilities 1,903.84 1,649.65 1,250.83 986.89 B. Reconciliation between audited and restated profit/(loss) after tax before other comprehensive income: For the six months For the year For the year For the year Particulars period ended ended ended March 31, ended March 31, September 30, 2025 March 31, 2025 2024 2023 Profit after tax as per audited consolidated financial statements/special purpose consolidated financial 254.06 404.38 263.91 111.72 statements Adjustments: - - - - Restated Profit after tax 254.06 404.38 263.91 111.72 C. Reconciliation between audited and restated total comprehensive income: For the six months For the year For the year For the year Particulars period ended ended ended March 31, ended March 31, September 30, 2025 March 31, 2025 2024 2023 Total comprehensive income as per audited consolidated financial statements/special purpose 254.19 406.51 263.94 112.31 consolidated financial statements Adjustments: - - - - Restated total comprehensive income 254.19 406.51 263.94 112.31 D. Non adjusting items a) Audit qualifications for the respective years, which do not require any adjustments in the restated consolidated financial statement: There are no audit qualifications in the auditor's report for the six months period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023 which requires adjustments. b) Matters included with respect to Other Legal and Regulatory Requirements which do not require any adjustment in the restated consolidated financial information: For the year ended March 31, 2023: Nil For the year ended March 31, 2024: Nil For the year ended March 31, 2025: Para 2(i)(vi) The Parent Company has used an accounting software for maintaining its books of accounts for the year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has been operating for all relevant transactions recorded in the software except for one branch in which audit trail was enabled from August 10, 2024 and other branches in which audit trail was enabled from September 25, 2024. Additionally, there is no audit trail at database. However, due to the inherent limitation of the accounting software, we are unable to comment whether there were any instances of the audit trail feature been tempered during the audit period. Additionally, audit trail logs were not available in the previous year hence, we cannot comment on the preservation of the audit trail as per statutory requirements for record retention. One subsidiary has used an accounting software for maintaining its books of accounts for the year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has been operating for all relevant transactions recorded in the software from January 28, 2025. Additionally, there is no audit trail at database. However, due to the inherent limitation of the accounting software, we are unable to comment whether there were any instances of the audit trail feature been tempered during the audit period. Additionally, audit trail logs were not available in the previous year hence, we cannot comment on the preservation of the audit trail as per statutory requirements for record retention. c) Statements/comments included in the Companies (Auditor’s Report) Order, 2020 for the, which do not require any corrective adjustments in the restated consolidated financial information For the year ended March 31, 2023: Nil For the year ended March 31, 2024: Nil For the year ended March 31, 2025: Clause (ii)(b) The Parent Company and its subsidiary have been sanctioned working capital limits in excess of Rs. 50 million, in aggregate, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly statements filed with such banks and financial institutions are generally in agreement with the books of account of the Group except as disclosed note 47 to the restated consolidated financial information. 357Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) d) Emphasis of matters not requiring adjustments to restated financial statements Auditor's Report on special purpose consolidated financial statements as at and for the year ended March 31, 2023 Wedrawattentiontonote2.1totheaccompanyingspecialpurposeconsolidatedfinancialstatements,whichdescribesthebasisandpurposeofitspreparation.Thesespecialpurpose consolidatedfinancialstatementshavebeenpreparedbytheParentCompany’smanagementsolelyforthepreparationofrestatedconsolidatedfinancialinformationoftheGroup,tobe includedintheDraftRedHerringProspectuswhichistobefiledbytheParentCompanywithSecuritiesandExchangeBoardofIndia,NationalStockExchangeofIndiaLimitedand BSELimitedaspertherequirementsofSection26ofPartIofChapterIIIoftheAct,readwiththeSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosure Requirement)Regulations,2018,asamendedfromtimetotimeinconnectionwiththeproposedInitialPublicOfferofequitysharesoftheParentCompany.Therefore,thesespecial purposeconsolidatedfinancialstatementsmaynotbesuitableforanyotherpurpose.Ourreportisissuedsolelyfortheaforementionedpurpose,andaccordingly,shouldnotbeused, referredtoordistributedforanyotherpurposeortoanyotherpartywithoutourpriorwrittenconsent.Further,wedonotacceptorassumeanyliabilityoranydutyofcareforanyother purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter. Auditor's Report on special purpose consolidated financial statements as at and for the year ended March 31, 2024 Wedrawattentiontonote2.1totheaccompanyingspecialpurposeconsolidatedfinancialstatements,whichdescribesthebasisandpurposeofitspreparation.Thesespecialpurpose consolidatedfinancialstatementshavebeenpreparedbytheParentCompany’smanagementsolelyforthepreparationofrestatedconsolidatedfinancialinformationoftheGroup,tobe includedintheDraftRedHerringProspectus,RedHerringProspectusandProspectuswhichistobefiledbytheParentCompanywithSecuritiesandExchangeBoardofIndia,National StockExchangeofIndiaLimitedandBSELimitedaspertherequirementsofSection26ofPartIofChapterIIIoftheAct,readwiththeSecuritiesandExchangeBoardofIndia(Issue ofCapitalandDisclosureRequirement)Regulations,2018,asamendedfromtimetotimeinconnectionwiththeproposedInitialPublicOfferofequitysharesoftheParentCompany. Therefore,thesespecialpurposeconsolidatedfinancialstatementsmaynotbesuitableforanyotherpurpose.Ourreportisissuedsolelyfortheaforementionedpurpose,andaccordingly, shouldnotbeused,referredtoordistributedforanyotherpurposeortoanyotherpartywithoutourpriorwrittenconsent.Further,wedonotacceptorassumeanyliabilityoranydutyof care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter. Auditor's Report on consolidated financial statements as at and for the year ended March 31, 2025 The consolidated financial statements for the year ended March 31, 2024 were audited by the predecessor auditor, Lov Bhatia & Associates who had expressed an unmodified opinion on those consolidated financial statements vide their audit report dated September 07, 2024. We draw attention to note 42 of the consolidated financial statements, which more fully explains that the comparative information for the year ended March 31, 2024 and the opening balance sheet as at April 01, 2023 has been restated in accordance with "Ind AS 8: Accounting Policies, Changes in Accounting Estimates and Errors". Our opinion is not modified in respect of this matter. Auditor's Report on special purpose interim consolidated financial statements as at and for the six months period ended September 30, 2025 Wedrawattentiontonote2.1totheaccompanyingspecialpurposeinterimconsolidatedfinancialstatements,whichdescribesthebasisandpurposeofitspreparation.Thesespecial purposeinterimconsolidatedfinancialstatementshavebeenpreparedbytheParentCompany’smanagementsolelyforthepreparationofrestatedconsolidatedfinancialinformationof theGroup,tobeincludedintheDraftRedHerringProspectuswhichistobefiledbytheParentCompanywithSecuritiesandExchangeBoardofIndia,NationalStockExchangeof IndiaLimitedandBSELimitedaspertherequirementsofSection26ofPartIofChapterIIIoftheAct,readwiththeSecuritiesandExchangeBoardofIndia(IssueofCapitaland DisclosureRequirement)Regulations,2018,asamendedfromtimetotimeinconnectionwiththeproposedInitialPublicOfferofequitysharesoftheParentCompany.Therefore,these specialpurposeinterimconsolidatedfinancialstatementsmaynotbesuitableforanyotherpurpose.Ourreportisissuedsolelyfortheaforementionedpurpose,andaccordingly,should notbeused,referredtoordistributedforanyotherpurposeortoanyotherpartywithoutourpriorwrittenconsent.Further,wedonotacceptorassumeanyliabilityoranydutyofcare for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter. e) Other matters para not requiring adjustments to restated financial statements Auditor's Report on special purpose consolidated financial statements as at and for the year ended March 31, 2023 a)(cid:9)The Group has prepared a separate set of consolidated [SW2.1]general purpose financial statements for the year ended March 31, 2023 in accordance with the accounting standards specified under section 133 of the Act along with the Companies (Accounting standards) Rules, 2021 and other accounting principles generally accepted in India on which the predecessor auditor has issued a separate auditor’s report to the shareholders of the Parent Company dated September 21, 2023 expressing an unmodified opinion on those financial statements. b)(cid:9)These special purpose consolidated financial statements for the year ended March 31, 2023 have been prepared by the management in accordance with the basis and purpose stated in note 2.1 to the special purpose consolidated financial statement solely for the purpose of preparation of restated consolidated financial information. Accordingly, management has not prepared the corresponding comparative figure in the special purpose consolidated financial statements c)(cid:9)As informed to us by the management of the Group, the predecessor auditor does not hold a valid Peer Review Certificate as issued by the 'Peer Review Board' of the ICAI and have therefore, expressed their inability to perform any work on the restated consolidated financial information for the year ended March 31, 2023 to be included in Offer Documents. Accordingly, in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, we have audited the special purpose consolidated financial statements of the Group for the year ended March 31, 2023. Auditor's Report on special purpose consolidated financial statements as at and for the year ended March 31, 2024 a)(cid:9)The Group has prepared a separate set of general purpose consolidated financial statements for the year ended March 31, 2024 in accordance with the accounting standards specified under section 133 of the Act along with the Companies (Indian Accounting standards) Rules, 2015 and other accounting principles generally accepted in India on which the predecessor auditor has issued a separate auditor’s report to the shareholders of the Parent Company dated September 07, 2024 expressing an unmodified opinion on those financial statements. b)(cid:9)These special purpose consolidated financial statements for the year ended March 31, 2024 have been prepared by the management in accordance with the basis and purpose stated in note 2.1 to the special purpose consolidated financial statement solely for the purpose of preparation of restated consolidated financial information. Accordingly, management has not prepared the corresponding comparative figure in the special purpose consolidated financial statements c)(cid:9)As informed to us by the management of the Parent Company, the predecessor auditor does not hold a valid Peer Review Certificate as issued by the 'Peer Review Board' of the ICAI and have therefore, expressed their inability to perform any work on the restated consolidated financial information for the year ended March 31, 2024 to be included in Offer Documents. Accordingly, in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Group Prospectuses (Revised 2019) issued by the ICAI, we have audited the special purpose consolidated financial statements of the Group for the year ended March 31, 2024. 358Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) Auditor's Report on consolidated financial statements as at and for the year ended March 31, 2025 a)(cid:9)The consolidated financial statements of the Company for the year ended March 31, 2024, were audited by the predecessor auditor, Lov Bhatia & Associates who have expressed an unmodified opinion on those consolidated financial statements vide their audit report dated September 07, 2024 b) The comparative consolidated financial information of the Company for the year ended March 31, 2024 included in these consolidated financial statements, are based on the previously issued consolidated statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2021, specified under Section 133 and other relevant provisions of the Act audited by the predecessor auditor, Lov Bhatia & Associates whose report for the year ended March 31, 2024 dated September 07, 2024 expressed an unmodified audit opinion on those consolidated financial statements, as adjusted for the differences in the accounting principles adopted by the company on restatement which have been audited by us. c) The comparative consolidated financial information of the Company of the opening balance sheet as at April 01, 2023 included in these consolidated financial statements, are based on the previously issued consolidated statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules. 2021, specified under Section 133 and other relevant provisions of the Act audited by the predecessor auditor, Lov Bhatia & Associates whose report for the year ended March 31, 2023 dated September 21, 2023 expressed an unmodified audit opinion on those consolidated financial statements, adjusted for the differences in the accounting principles adopted by the company on restatement which have been audited by us. Auditor's Report on special purpose interim consolidated financial statements as at and for the six months period ended September 30, 2025 These special purpose interim consolidated financial statements for the six months period ended September 30, 2025 have been prepared by the management in accordance with the basis and purpose stated in note 2.1 to the special purpose interim consolidated financial statement solely for the purpose of preparation of restated consolidated financial information. Accordingly, management has not prepared the corresponding comparative figure in the special purpose interim consolidated financial statements Auditor's Report on consolidated financial statements as at and for the year ended March 31, 2023 a) As information provided by management, pre-acquisition Profit/Loss and post-acquisition profit/loss has been taken for consolidation purpose. Our opinion on the consolidated financial statements, and our report on other Legal and Regulatory requirement below, is not modified in respect of the above matter with respect to our reliance on the work done and the report of the other auditor and the financial statements certified by the Management. Auditor's Report on consolidated financial statements as at and for the year ended March 31, 2024 a) Our opinion on the consolidated financial statement, is based upon our own reports are auditors of Holding as well as subsidiary company during the FY2023-24 & FY 2022- 23 included in this consolidated financial statement in so far as it relates to the amounts and disclosures included in respect of the subsidiary, and our report in terms of sub section (3) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiary is based solely on our report only. b) Our opinion on the consolidated financial statements, and our report on other Legal and Regulatory requirement below, is not modified as audit of the said subsidiary was also done by us and the financial statements certified by the Management. c) The comparative financial information of the Group for the year ended March 31, 2023 and the transition date opening balance sheet as at April 01, 2022 included in these consolidated financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2021, specified under Section 133 and other relevant provisions of the Act audited by the predecessor auditor in respect one subsidiary (then joint venture) whose report of March 31, 2022 expressed an unmodified audit opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us. E. Material regrouping/reclassification Appropriateregrouping/reclassificationhavebeenmadeintherestatedconsolidatedstatementofassetsandliabilities,restatedconsolidatedstatementofprofitandlossandrestated consolidatedstatementofcashflows,whereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,inordertobringthemin linewiththeaccountingpoliciesandclassificationasperthespecialpurposeconsolidatedfinancialstatementsoftheCompanypreparedinaccordancewithScheduleIII(DivisionII)of theAct,requirementsofIndAS1-'Presentationoffinancialstatements'andotherapplicableIndASprinciplesandtherequirementsoftheSecuritiesandExchangeBoardofIndia (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended. F. Material errors Refer note 42 to the restated consolidated financial information. (This space has been intentionally left blank) 359Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 47 Additional regulatory information (i) The Group has not entered into any scheme of arrangement which has an accounting impact on current financial period or previous financial period/years. ii)The Group is not declared willful defaulter by any bank or any financial institution. iii)No proceedings have been initiated or pending against the Group for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) as amended and the rules made thereunder. iv)As per the Foreign Exchange Management (Current Account) Rules, 2000 read with Master Circular No. 13/2014-15 for import payables and Master Circular No. 14/04.02.002/2015-16 for export receivables, as amended, payment for import goods should be made within a period of 6 months from the date of shipment and the realisation of foreign currency receivables should be made within a period of 12 months from the date of export. In case of payment of import dues beyond a period of 3 years and receivables not being realised within 12 months from the date of export, prior approval from the Reserve Bank of India (RBI) is required. The management is confident of obtaining approvals from the authorities for remitting and realising such funds. Management is not expecting any material penalties for delay in obtaining the approvals from the authority. (v)TheGrouphadsanctionedworkingcapitallimitsinexcessofRs.fiftymillioninaggregatefrombanksand/orfinancialinstitutionsinthepreviousyearsonthebasisofsecurityofcurrentassetsoftheGroup.Thequarterly returns/statements filed by the Group with such banks and financial institutions are generally in agreement with the unaudited books of accounts of the Group except given as below - A. In the books of Pioneer Fil-Med Limited (Parent Company) For the six months period ended September 30, 2025 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Inventory 51.87 49.07 2.80 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Jun-25 Axis Bank Limited Trade receivables 115.15 116.60 (1.45) current assets 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 52.92 40.12 12.80 1. In the stock statements, The Company has not considered creditors for plant and Inventory 63.03 49.70 13.33 machinery and expenses payable, whereas in the financial statements all creditors are included. 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. Pari-passu charge on Sep-25 Axis Bank Limited current assets Trade receivables 118.24 101.14 17.10 3. The difference is due to regrouping and reclassification effect. 4. Sales in transit/inventory determined after submission of stock statements are recorded in the books but not reflected in the stock statement submitted to the bank. Trade payables 38.46 17.31 21.15 5. Periodic stock and book debt statements were submitted to the bank prior to the finalisation of audited financial statements, hence figures may not fully reconcile. For the year ended March 31, 2025 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Inventory 96.06 9 9.03 ( 2.97) 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Jun-24 Axis Bank Limited current assets Trade receivables 227.47 2 44.45 ( 16.98) 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 145.51 1 32.32 1 3.19 Inventory 65.58 6 0.55 5 .03 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Sep-24 Axis Bank Limited current assets Trade receivables 229.88 2 21.25 8 .63 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 152.89 1 35.41 1 7.48 Inventory 66.83 6 0.17 6 .66 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Dec-24 Axis Bank Limited current assets Trade receivables 228.27 2 28.20 0 .07 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 105.34 9 1.72 1 3.62 1. In the stock statements, The Company has not considered creditors for plant and Inventory 106.82 8 1.43 2 5.39 machinery and expenses payable, whereas in the financial statements all creditors are included. 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. Pari-passu charge on Mar-25 Axis Bank Limited Trade receivables 94.38 1 44.85 ( 50.47)3. The difference is due to regrouping and reclassification effect. current assets 4. Sales in transit/inventory determined after submission of stock statements are recorded in the books but not reflected in the stock statement submitted to the bank. Trade payables 35.55 2 3.62 1 1.93 5. Periodic stock and book debt statements were submitted to the bank prior to the finalisation of audited financial statements, hence figures may not fully reconcile. 360Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) For the year ended March 31, 2024 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Inventory 9 0.67 8 6.66 4 .01 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Jun-23 Axis Bank Limited Trade receivables 1 85.73 1 86.59 ( 0.86) current assets 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 8 4.61 8 5.41 ( 0.80) Inventory 6 7.46 6 7.35 0 .11 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Sep-23 Axis Bank Limited Trade receivables 1 28.47 1 26.32 2 .15 current assets 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 7 3.10 4 1.60 3 1.50 Inventory 1 04.56 1 02.05 2 .51 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Dec-23 Axis Bank Limited Trade receivables 2 04.53 2 03.95 0 .58 current assets 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 1 55.39 1 16.12 3 9.27 1. In the stock statements, The Company has not considered creditors for plant and Inventory 1 05.93 1 07.18 ( 1.25)machinery and expenses payable, whereas in the financial statements all creditors are included. 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. Pari-passu charge on Mar-24 Axis Bank Limited Trade receivables 1 42.55 1 30.99 1 1.56 3. The difference is due to regrouping and reclassification effect. current assets 4. Sales in transit/inventory determined after submission of stock statements are recorded in the books but not reflected in the stock statement submitted to the bank. Trade payables 3 5.55 1 03.80 ( 68.25)5. Periodic stock and book debt statements were submitted to the bank prior to the finalisation of audited financial statements, hence figures may not fully reconcile. For the year ended March 31, 2023 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Inventory 6 9.53 4 1.75 2 7.78 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Jun-22 Axis Bank Limited current assets Trade receivables 1 48.94 2 09.37 ( 60.44) 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 6 5.53 6 5.58 ( 0.05) Inventory 1 5.24 1 5.33 ( 0.09) 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Sep-22 Axis Bank Limited current assets Trade receivables 1 20.38 1 91.28 ( 70.90) 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 1 5.04 1 4.91 0 .13 Inventory 3 1.11 3 1.09 0 .02 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Pari-passu charge on are included. Dec-22 Axis Bank Limited current assets Trade receivables 1 02.98 1 64.84 ( 61.86) 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Trade payables 1 3.17 1 3.18 ( 0.01) 1. In the stock statements, The Company has not considered creditors for plant and Inventory 8 5.31 7 8.71 6 .60 machinery and expenses payable, whereas in the financial statements all creditors are included. 2. Consumables and tools are not reported in stock statements but are included in inventories in the financial statements. Pari-passu charge on Mar-23 Axis Bank Limited current assets Trade receivables 1 16.12 1 88.76 ( 72.64)3. The difference is due to regrouping and reclassification effect. 4. Sales in transit/inventory determined after submission of stock statements are recorded in the books but not reflected in the stock statement submitted to the bank. Trade payables 1 76.06 6 6.90 1 09.16 5. Periodic stock and book debt statements were submitted to the bank prior to the finalisation of audited financial statements, hence figures may not fully reconcile. 361Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) B. In the books of Pioneer Rail Equipments Private Limited (Subsidiary Company) For the six months period ended September 30, 2025 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Trade receivables 2 76.02 2 76.03 ( 0.01) 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Jun-25 Axis Bank Limited and current assets of Trade payables 4 04.69 3 80.64 2 4.05 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 2 99.77 3 22.49 ( 22.72) 1. In the stock statements, The Company has not considered creditors for plant and Trade receivables 1 44.52 1 97.82 ( 53.30)machinery and expenses payable, whereas in the financial statements all creditors are included. 2. Consumables and tools are not reported in stock statements but are included in Charge on all fixed inventories in the financial statements. Sep-25 Axis Bank Limited and current assets of Trade payables 4 29.32 2 87.58 1 41.74 3. The difference is due to regrouping and reclassification effect. the Company 4. Sales in transit/inventory determined after submission of stock statements are recorded in the books but not reflected in the stock statement submitted to the bank. Inventory 4 97.10 3 31.35 1 65.75 5. Periodic stock and book debt statements were submitted to the bank prior to the finalisation of audited financial statements, hence figures may not fully reconcile. For the year ended March 31, 2025 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Trade receivables 2 81.29 2 43.49 3 7.80 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Jun-24 Axis Bank Limited and current assets of Trade payables 2 31.14 2 20.78 1 0.36 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 2 43.08 2 79.79 ( 36.71) Trade receivables 2 49.39 2 40.05 9 .34 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Sep-24 Axis Bank Limited and current assets of Trade payables 3 17.78 3 10.12 7 .66 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 2 39.66 2 34.02 5 .64 Trade receivables 3 38.34 3 14.04 2 4.30 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Dec-24 Axis Bank Limited and current assets of Trade payables 1 99.29 1 95.95 3 .34 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 2 33.29 2 71.31 ( 38.02) 1. In the stock statements, The Company has not considered creditors for plant and Trade receivables 2 39.13 2 21.04 1 8.09 machinery and expenses payable, whereas in the financial statements all creditors are included. 2. Consumables and tools are not reported in stock statements but are included in Charge on all fixed inventories in the financial statements. Mar-25 Axis Bank Limited and current assets of Trade payables 2 82.07 1 98.34 8 3.73 3. The difference is due to regrouping and reclassification effect. the Company 4. Sales in transit/inventory determined after submission of stock statements are recorded in the books but not reflected in the stock statement submitted to the bank. Inventory 2 51.07 2 89.84 ( 38.77)5. Periodic stock and book debt statements were submitted to the bank prior to the finalisation of audited financial statements, hence figures may not fully reconcile. For the year ended March 31, 2024 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Trade receivables 9 9.95 9 4.70 5 .25 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Jun-23 Axis Bank Limited and current assets of Trade payables 1 33.57 1 33.17 0 .40 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 1 46.23 1 45.44 0 .79 Trade receivables 9 .04 4 .33 4 .71 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Sep-23 Axis Bank Limited and current assets of Trade payables 2 23.91 2 28.10 ( 4.19) 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 3 18.15 3 21.94 ( 3.79) 362Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) For the year ended March 31, 2024 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Trade receivables 1 92.41 1 86.42 5 .99 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Dec-23 Axis Bank Limited and current assets of Trade payables 1 66.97 1 66.95 0 .02 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 2 36.51 2 35.80 0 .71 1. In the stock statements, The Company has not considered creditors for plant and Trade receivables 1 79.22 1 75.35 3 .87 machinery and expenses payable, whereas in the financial statements all creditors are included. 2. Consumables and tools are not reported in stock statements but are included in Charge on all fixed inventories in the financial statements. Mar-24 Axis Bank Limited and current assets of Trade payables 2 44.67 2 34.99 9 .68 3. The difference is due to regrouping and reclassification effect. the Company 4. Sales in transit/inventory determined after submission of stock statements are recorded in the books but not reflected in the stock statement submitted to the bank. Inventory 3 17.68 3 17.68 - 5. Periodic stock and book debt statements were submitted to the bank prior to the finalisation of audited financial statements, hence figures may not fully reconcile. For the year ended March 31, 2023 Quarter Name of Bank Nature of current Amount as Particulars of Amount as per Amount of assets offered as per books of Reason for material discrepancies security provided stock summary difference security account Trade receivables 88.78 82.26 6 .52 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Jun-22 Axis Bank Limited and current assets of Trade payables 19.88 19.97 ( 0.09) 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 62.19 66.29 ( 4.10) Trade receivables 6.32 2.51 3 .81 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Sep-22 Axis Bank Limited and current assets of Trade payables 20.15 19.83 0 .32 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 72.81 70.44 2 .37 Trade receivables 15.72 10.45 5 .27 1. In the stock statements, The Company has not considered creditors for plant and machinery and expenses payable, whereas in the financial statements all creditors Charge on all fixed are included. Dec-22 Axis Bank Limited and current assets of Trade payables 31.70 33.71 ( 2.01) 2. Consumables and tools are not reported in stock statements but are included in the Company inventories in the financial statements. 3. The difference is due to regrouping and reclassification effect. Inventory 72.12 68.96 3 .16 1. In the stock statements, The Company has not considered creditors for plant and Trade receivables 8 9.81 86.79 3 .02 machinery and expenses payable, whereas in the financial statements all creditors are included. 2. Consumables and tools are not reported in stock statements but are included in Charge on all fixed inventories in the financial statements. Mar-23 Axis Bank Limited and current assets of Trade payables 9 6.40 89.03 7 .37 3. The difference is due to regrouping and reclassification effect. the Company 4. Sales in transit/inventory determined after submission of stock statements are recorded in the books but not reflected in the stock statement submitted to the bank. Inventory 1 50.94 114.53 3 6.41 5. Periodic stock and book debt statements were submitted to the bank prior to the finalisation of audited financial statements, hence figures may not fully reconcile. vi) The Group transacts with numerous sellers and vendors for its market place business. The Group has verified the transactions with the sellers and vendors and noted no transactions with struck off companies for the six months period ended September 30, 2025 and the year ended March 31, 2025, March 31, 2024 and March 31, 2023. vii) There were no charges or satisfaction of charges yet to be registered with the Registrar of Companies as on the date of balance sheet. viii) The Group has not surrendered or disclosed as income during the year in income tax assessment under Income Tax Act, 1961. ix) IntheopinionoftheBoardofDirectors,thecurrentsassetsoftheGrouphaveavalueonrealizationintheordinarycourseofbusinessatleastequaltotheamountstatedinthebalancesheetandtheprovisionforthe current liabilities. x) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial period/year. xi) The Group has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries); or (b) provide any guarantee, security or the like to or on behalf of the Ultimate beneficiaries. xii) The Group has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall : (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries);or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. xiii)TheGrouphascompliedwiththenumberoflayersforitsindownstreamcompaniesprescribedunderclause(87)ofsection2oftheCompaniesAct,2013readwiththeCompanies(RestrictiononnumberofLayers) Rules, 2017. xiv) The Group has chosen cost model and has not revalued its property, plant and equipment (including right-of-use assets) during the current financial period or previous financial period/years. 363Pioneer Fil-Med Limited (Formerly known as Pioneer Fil-Med Private Limited) (CIN - U30200DL1997PLC091144) Notes to the restated consolidated financial information (All amounts in Rs. million, unless otherwise stated) 48 Events after balance sheet date (i) The Government of India has notified the Code on Social Security, 2020, which consolidates and amends various social security laws i.e. Provident Fund, Gratuity, ESIC, etc., effective November 21, 2025, along with the related rules. The Group will give appropriate impact in the period in which the Code becomes effective. Accordingly, no adjustments have been made in the restated consolidated financial information. (ii) On October 24, 2025, the Board of Directors of the Parent Company approved the creation of an ESOP pool of 255,336 options under the Pioneer Fil-Med Employee Stock Option Plan 2025. No options have been granted under the scheme up to the date of approval of these restated consolidated financial information (iii) The Parent Company incorporated a wholly owned subsidiary, Pioneer Gearbox Private Limited, on January 22, 2026, under the Companies Act, 2013, pursuant to a Certificate of Incorporation (COI) issued by the Registrar of Companies (ROC). As of the date of signing of these restated consolidated financial information, the Parent Company has made an investment in the equity share capital of Rs. 0.10 million of the said wholly owned subsidiary. Basis of preparation and material accounting policies 2 The accompanying notes form an integral part of these restated consolidated financial information. As per our report of even date attached S S Kothari Mehta & Co. LLP For and on behalf of the Board Chartered Accountants Pioneer Fil-Med Limited Firm's Registration No. 000756N/N500441 (Formerly known as Pioneer Fil-Med Private Limited) Sunil Wahal Rishabh Jain Anil Kumar Agarwal Membership No. 087294 Whole-Time Director Managing Director Partner DIN : 05115384 DIN : 00002193 Place: New Delhi Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 Date: March 28, 2026 Rita Bisht Brijesh Kumar Company Secretary Chief Financial Officer Membership No. A40976 Place: New Delhi Place: New Delhi Date: March 28, 2026 Date: March 28, 2026 364OTHER FINANCIAL INFORMATION The accounting ratios derived from Restated Consolidated Financial Information required to be disclosed under required under of the SEBI ICDR Regulations are set forth below: Particulars As at and for the Fiscal / period ended Six months period March 31, 2025 March 31, 2024 March 31, 2023 ended September 30, 2025 Basic earnings per share (in ₹)( (1) 8.71# 14.40 8.98 4.28 Diluted earnings per share(in ₹) (2) 8.71# 14.40 8.98 4.28 Net Worth, as restated (in ₹ million) (5) 1,595.19 1,372.79 1,002.88 773.61 Return on Net Worth (in %)(3) 13.94%# 26.79% 22.86% 14.14% Net asset value per Equity Share (in ₹) 62.47 53.76 39.28 30.30 (4) Reserves (other equity), as restated (in 1,364.28 1,141.88 771.97 542.70 ₹) EBITDA (in ₹ million) (6) 336.05 575.12 395.46 67.82 # Not annualised for the six month period ended September 30, 2025. Notes: 1. Basic earnings per share (₹): Restated profit for the period/year attributable to the equity holders of the Company/Weighted average number of equity shares outstanding during the period/year 2. Diluted earnings per share (₹): Restated profit for the period/year attributable to equity holders of the Company/Weighted average number of equity shares outstanding during the period/year considered for deriving basic earnings per share and the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares during the year. 3. Return on net worth (%):Net profit after tax for the period/year attributable to equity shareholders, as restated / Net worth as at the period/year end. 4. Net asset value (NAV) per equity share (₹): Net Worth / the number of equity shares outstanding as at period/year end. 5. ‘Net worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account , after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. 6. EBITDA is calculated as profit before tax plus finance cost plus depreciation and amortization expense minus other income minus share in profit of joint venture. Other financial information In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company as of and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 along with the respective audit reports are available on our website at https://pioneerfilmed.com/investors, and the audited standalone financial statements of our Material Subsidiary, as of and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 along with the respective audit reports are available on our website at https://pioneerfilmed.com/investors (collectively, the “Standalone Financial Statements”). Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Standalone Financial Statements do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document 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 Standalone Financial Statements and the reports thereon should not be considered as part of information that any investor should consider in order to subscribe for or purchase any securities of our Company, Subsidiaries or any entity in which it or its shareholders have significant influence (collectively, the “Group”) and should not be relied upon or used as a basis for any investment decision. None of the Group or any of its advisors, nor any of the BRLMs, nor any of their respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the standalone financial statements, or the opinions expressed therein. 365RELATED PARTY TRANSACTIONS For details of related party transactions as per the requirements under applicable accounting standards, i.e., Ind AS 24 – Related Party Disclosures, read with the SEBI ICDR Regulations, of our Company, for the six months period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023 and as reported in Restated Consolidated Financial Information, see “Restated Consolidated Financial Information –Note 36. Related party disclosure” on page 337. 366MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion in conjunction with the Restated Consolidated Financial Information. The Restated Consolidated Financial Information has been prepared by our management as required under the SEBI ICDR Regulations read with the ICAI Guidance Note. For more information, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition” on page 59. 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 17. Unless otherwise indicated or the context otherwise requires, the financial information for the Fiscal 2025, Fiscal 2024, and Fiscal 2023, included herein is derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. For details, please see “Restated Consolidated Financial Information” on page 284. The Restated Consolidated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our financial year ends on March 31 of each year, and references to a particular Fiscal are to the twelve months ended March 31 of that year. Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance have been included in this section and elsewhere in this Draft Red Herring Prospectus. Such non-GAAP financial measures should be read together with the nearest GAAP measure. See “Risk Factors – We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry in which we operate. not be comparable with financial, operational or industry related statistical information of similar nomenclature computed and presented by other similar companies” on page 50. The industry-related information contained in this section is derived from the industry report titled ‘Railway Equipment & WTG Industry report’ dated March 2026 prepared by 1Lattice (the “1Lattice Report”). A copy of the 1Lattice Report shall be available on the website of our Company at www.pioneerfilmed.com/investors from the date of this Draft Red Herring Prospectus until the Bid/Offer Closing Date. Unless otherwise indicated, the industry-related information contained in this section is derived from the 1Lattice Report (extracts of which have been appropriately incorporated as part of “Industry Overview” on page 131). OVERVIEW We are an established manufacturer and supplier of railway and metro equipments, and allied components for the locomotive and coach applications segment in India, with a strong presence across both diesel-electric and electric platforms (Source: 1Lattice Report). We commenced operations in 2001 with the manufacture and supply of filters for railway and automotive applications and have since diversified into the manufacture and supply of traction motors, alternators, brake discs, gangways, stators and rotors for locomotives, platform screen doors for metros, wind generators and allied services. In line with our strategy to diversify our product portfolio, we expanded into the renewable energy sector in 2023 through the manufacture and supply of wind generators, and also executed orders from leading wind turbine manufacturers for the supply of wind generators indicating initial market acceptance of our offerings in the renewable energy domain (Source: 1Lattice Report). Pursuant to this expansion, we have established in-house production capabilities for wind generators, positioning us among the limited number of players in India with manufacturing capabilities in this segment (Source: 1Lattice Report). Our entry into this sector leverages our existing technical expertise, fabrication infrastructure and quality systems, enabling us to cater to the requirements of renewable energy developers and related stakeholders. We have executed orders from one of the leading wind turbine manufacturers for the supply of 129 sets of wind generators during the fiscal 2026, of which 117 sets were supplied between October 1, 2025, and February 28, 2026, evidencing initial market acceptance of our offerings in the renewable energy domain. As on the date of this DRHP, we are approved supplier of advanced traction products to Indian Railways and are among the top three Category-I approved suppliers for traction alternators and a Category-I approved supplier for brake discs and filters. (Source: 1Lattice Report). We operate three manufacturing facilities, out of which two facilities are located in Bawal, Haryana, and our third facility is located in Manesar, Haryana. All our facilities hold certifications under the International Organization for Standardization (“ISO”), including ISO 9001:2015 for our manufacturing processes. As of December 31, 2025, our operations are supported by 25 sales and marketing professionals with regional expertise, and warehousing infrastructure. 367The table below sets out details of revenue from operations of our Company across sale of locomotive equipment, other railway products and metro products, and allied services, sale of wind generators and allied services, and others for the six-month period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023: Sectors For the six-month period Fiscal 2025 Fiscal 2024 Fiscal 2023 ended September 30, 2025 Revenue % of total Revenue % of total Revenue % of total Revenue % of total from revenue from revenue from revenue from revenue operations from operations from operations from operations from (in ₹ operations (in ₹ operations (in ₹ operations (in ₹ operations million) million) million) million) Revenue from sale of locomotive equipment, other 1,499.34 96.07% 3,117.17 95.50% 2,254.16 96.75% 631.55 73.38% railway products and metro products, and allied services Revenue from sale of wind generators and 28.83 1.85% 90.92 2.78% 22.00 0.95% 10.46 1.21% allied services Others* 32.46 2.08% 56.09 1.72% 53.64 2.30% 218.66 25.41% Total Revenue from 1,560.63 100.00% 3,264.18 100.00% 2,329.80 100.00% 860.67 100.00% operations * Other includes sale of traded goods, scrap sale, and sale of other non-railway product Since the commencement of its operations, our company has cultivated long-standing relationships with customers across the railways, metro and industrial sectors, with its engagement with the railways spanning more than two decades (Source: 1Lattice Report). We undertake product design and development activities to continuously enhance and expand our offerings in line with the evolving needs of our customers in the railway and wind energy sector. As of December 31, 2025, our design, engineering, and new product development team comprises of skilled professionals with expertise in traction equipment design, product simulation, prototyping, and testing. Leveraging our core expertise in precision engineering and heavy fabrication, we have developed advanced manufacturing capabilities to handle a wide range of materials and produce specialized machinery for locomotive component manufacturing. Our design and engineering capabilities have led to the creation of a comprehensive product portfolio that includes traction motors, alternators, brake discs, filters, stators and rotors for locomotives and platform screen doors for metros, and wind generators. We have a product development pipeline comprising complete axle box, gangway for EMU coaches, Vande Bharat, and Amrit Bharat coaches, carrier piston pins, complete gear case, retention tanks for LHB coaches, machined pistons, steel cap pistons, IGBT based propulsion systems and wheel mounted discs. For further details, please see “Our Business Operations- Product Portfolio” on page 222. The supply of traction systems and related locomotive components is subject to rigorous testing, certification, and validation requirements mandated by railway authorities and OEMs, creating significant barriers to entry while ensuring high standards of safety, reliability, and operational performance (Source: 1Lattice Report). We actively integrate emerging technologies to meet the evolving demands of rail electrification and automation, with in-house expertise in the design and development of fixtures, test benches, and control systems during both prototype and serial production. Our manufacturing operations utilise automated machinery for fabrication and assembly of traction equipment and are supported by digital monitoring systems for production processes that enhance operational efficiency, quality, and real-time fault detection. We are promoted by Sushil Kumar Jain, Anil Kumar Agarwal. Rishabh Jain, and Akshat Agarwal, who are entrepreneurs with a respective experience of 34, 28, 10, and 3 years in the manufacturing sector and allied industries. Additionally, we have an experienced Board of Directors, who play a pivotal role in contributing towards the growth of our operations while also providing us with strategic leadership and guidance. Together with a professional management team covering finance, legal, strategy, the leadership combines entrepreneurial vision, railway component and renewable energy expertise and strong governance. We have demonstrated strong and consistent financial performance for the six-month period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023. The following table presents certain key performance indicators for the periods indicated: 368Particulars Unit Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Operational KPIs Closing Order Book in ₹ million 4,417.62 3,505.25 2,742.78 1,125.04 Order Book / Sales Times 2.83# 1.07 1.18 1.31 Financial KPIs Revenue in ₹ million 1,560.63 3,264.18 2,329.80 860.67 Revenue Growth % * 40.11% 170.70% ** EBITDA in ₹ million 336.05 575.12 395.46 67.82 EBITDA Margin % 21.53% 17.62% 16.97% 7.88% PAT in ₹ million 254.06 404.38 263.91 111.72 PAT Margin % 16.28% 12.39% 11.33% 12.98% RoE % 13.34%# 24.51% 21.10% 11.32% RoCE % 13.59%# 28.79% 25.74% 3.79% Net Fixed Asset Turnover Times 1.56# 5.05 3.73 1.33 Net Debt / Equity Times 0.20 0.10 0.04 0.21 Net Working Capital Days Days 37 44 83 182 Notes: * Not been included as the comparative period figures under Ind AS for the six-months period ended September 30, 2025 are not available ** Not been included as the comparative period figures under Ind AS for the fiscal year 2022 are not available # Not Annualized The method of computation of above KPIs is set out below: Metric Unit Formula Operational KPIs Closing Order Book in ₹ The value of the closing order book as of the respective dates is calculated as the total value of purchase million orders and commitments received by our Company from its customers during the financial year/period (excluding cancelled purchase orders and commitments), net of the sale of finished goods during the same period as increased by the outstanding purchase orders and commitments as at the previous reporting date. Order Book / Sales Times Order book to sales ratio is calculated as closing order book value divided by revenue from operations for the respective period/year Financial KPIs Revenue in ₹ Revenue represents revenue from sale of goods plus revenue from sale of services plus other operating million revenue Revenue Growth % Revenue growth is is calculated as the percentage increase in revenue from operations compared to the previous year EBITDA in ₹ EBITDA is calculated as Profit before tax plus Finance cost plus Depreciation and amortization expense million minus other income minus share in profit of joint venture EBITDA Margin % EBITDA Margin represents EBITDA as a percentage of Revenue from operations PAT in ₹ Profit before tax minus total tax expense million PAT Margin % PAT Margin is calculated as PAT as a percentage of Revenue from operations RoE % RoE is calculated as PAT divided by (Closing Equity share capital plus other equity plus non-controlling interest) RoCE % RoCE is calculated as EBIT divided by Closing Capital Employed, where EBIT represents Profit before tax plus Finance cost minus other income minus share in profit of joint venture, and Closing Capital Employed represents Total Equity plus Total borrowings Plus total lease liabilities plus deferred tax liabilities minus deferred tax assets Net Fixed Asset Times Calculated as Revenue from operation divided by (Property plant and equipment+ Right of use of assets Turnover plus work in progress) Net Debt / Equity Times Calculated as Net Debt (Total Borrowings plus Total Lease Liabilities minus Cash and Cash Equivalent) divided by Total Equity where Total Equity represents Equity share capital plus other equity plus non- controlling interest Net Working Capital Days Net Working Capital Days is calculated as (Net Working Capital divided by Revenue from Operations Days of the financial year/period) multiplied by number of days in the period, where Net Working Capital is calculated as (Current assets minus cash and cash equivalents minus other bank balances) minus (current liabilities minus short term borrowings (including cash credit and working capital demand loan) minus short term lease liabilities) Significant Factors Affecting Our Results Of Operations And Financial Condition Our results of operations and financial condition has been and may continue to be affected by a number of significant factors, including the following: 369Dependency on railways and other government entities Our business and revenues are substantially dependent on the policies of the Ministry of Railways (MoR), Government of India, and other government-run entities such as various metro rail corporations. A significant portion of our revenue is derived from our role as a leading manufacturer and supplier of traction systems and critical components for locomotive applications in India. The table below sets out details of revenue from operations of our Company across the sale of locomotive equipment, other railway products and metros, and the sale of wind generators. Sectors For the six-months Fiscal 2025 Fiscal 2024 Fiscal 2023 period ended September 30, 2025 Revenue % of total Revenue % of total Revenue % of total Revenue % of total from revenue from revenue from revenue from revenue operations from operations from operations from operations from (in ₹ operations (in ₹ operations (in ₹ operations (in ₹ operations million) million) million) million) Revenue from sale of 1,499.34 96.07% 3,117.17 95.50% 2,254.16 96.75% 631.55 73.38% locomotive equipment, other railway products and metro products, and allied services Revenue from sale of 28.83 1.85% 90.92 2.78% 22.00 0.95% 10.46 1.21% wind generators and allied services Others* 32.46 2.08% 56.09 1.72% 53.64 2.30% 218.66 25.41% Total Revenue from 1,560.63 100.00% 3,264.18 100.00% 2,329.80 100.00% 860.67 100.00% operations * Other includes sale of traded goods, scrap sale, and sale of other non-railway product As on the date of this DRHP, we are Category-I approved suppliers of traction alternators, HHP 4500 diesel traction motors, 6000 HP electric traction motors, and brake discs for railways (Source: 1Lattice Report). Our business benefits from the continued investments by the government in locomotive modernisation and the expansion of metro rail networks across major cities. Consequently, our operations are directly influenced by government spending, budgetary allocations, and strategic priorities for railway infrastructure. Any adverse change in these policies, a reduction in capital expenditure on rail electrification and modernisation, or a withdrawal of programmes beneficial to private sector participation could materially and adversely affect our business, financial condition, and results of operations. Cost and Availability of Raw Materials The primary raw materials and purchased components are a major component of our overall revenue expenditure. The cost of materials consumed represents a significant percentage of our revenue from operations. We source our raw materials from both domestic and international suppliers. The below table details the breakup of our total of Purchase of raw materials from domestic and international suppliers for the period indicated: Particulars Six-months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (in % of Amount (in % of Amount (in % of Amount (in % of ₹million) purchase of ₹million) purchase of ₹million) purchase of ₹million) purchase of raw raw raw raw materials materials materials materials and stock- and stock- and stock- and stock- in-trade in-trade in-trade in-trade Domestic suppliers 937.21 78.31% 1,979.32 91.15% 1,266.07 76.67% 403.40 60.78% Foreign suppliers* 259.60 21.69% 192.11 8.85% 385.30 23.33% 260.26 39.22% Total 1,196.81 100.00% 2,171.43 100.00% 1,651.37 100.00% 663.66 100.00% * Foreign suppliers includes supplier from China, Japan, and Singapore. The supply and pricing of these materials can be volatile due to a number of factors beyond our control, including global demand and supply, general economic and political conditions, tariffs, transportation costs, and currency exchange rates. We may not have long-term agreements with our suppliers, and any discontinuation of supply or failure by suppliers to adhere to delivery schedules or quality standards could hamper our production and adversely affect our business and results of operations. The table below details the cost of materials consumed, purchases of stock-in-trade & changes in inventories as a percentage of our total expenses for the periods indicated: 370Particulars Six-months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Amount (in % of total Amount % of total Amount % of total Amount % of total ₹million) expenses (in expenses (in expenses (in expenses ₹million) ₹million) ₹million) Cost of materials 1,041.47 82.74% 2,167.95 79.01% 1,573.38 78.84% 577.03 69.54% consumed Purchases of stock- 0.42 0.03% - 0.00% 37.11 1.86% - 0.00% in-trade Changes in inventories of finished goods, (30.45) (2.42%) 69.19 2.52% (146.49 ) (7.34%) (46.00) (5.54%) stock-in-trade and work-in progress Total 1,011.44 80.35% 2,237.14 81.53% 1,464.00 73.36% 531.03 63.99% Competition We face competition from well-established entities in both domestic and international markets across our business segments. In the railway and metro rail component industry, we compete with other indigenous Indian suppliers as well as leading international manufacturers. With the liberalisation of the Indian economy, the Government has encouraged competitive bidding, which may impact pricing and profitability. Furthermore, our recent diversification into the renewable energy sector, particularly the wind turbine generator industry, exposes us to fierce rivalry from entrenched Indian and international firms. While the rigorous testing and validation processes required by rail operators create significant barriers to entry for new players, our ability to compete effectively on technology, quality, and cost will be crucial to maintaining and growing our market share. Ability to Adapt to Technological Developments and Innovate Our business is driven by technological innovation, with a strong emphasis on product development and process engineering to meet the evolving needs of the railway industry. Our future success depends on our ability to continuously improve and upgrade our systems and infrastructure to offer enhanced services and functionality. We proactively integrate emerging technologies, such as advanced automation and digital monitoring systems, to enhance operational efficiency and quality. A failure to adapt to such developments, or an inability to develop and introduce new products in line with industry trends in rail electrification, automation, and renewable energy, could harm our business. Our ability to maintain our R&D focus and successfully develop new products, such as those in our current pipeline, is critical to our continued growth. Material Accounting Policies 2.1 Statement of compliance and basis of preparation The restated consolidated financial information of our Company comprise the restated consolidated statement of assets and liabilities as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of cash flows, the restated consolidated statement of changes in equity for the six months period ended September 30, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, material accounting policies and explanatory notes (collectively, the ‘Restated consolidated financial information’), and have been prepared by the management specifically for inclusion in Draft Red Herring Prospectus (DRHP) to be filed by the Parent Company with Securities and Exchange Board of India (“SEBI”) in connection with proposed Initial public Offering (‘IPO’). These restated consolidated financial information were approved by the Board of Directors on March 28, 2026. The restated consolidated financial information have been prepared to comply in all material aspects with the requirements of: a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act"); b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India , as amended (the “Guidance Note”). 371The restated consolidated financial information have been prepared to comply in all material respects with the Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) amendment Rules 2016 (as amended from time to time), presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the consolidated financial statements and other relevant provisions of the Act. Act. These restated consolidated financial information have been compiled by the management from: I. Audited special purpose interim consolidated Ind AS financial statements of our Company as at and for the six months period ended September 30, 2025 prepared in accordance with the Indian Accounting Standards, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended (referred to as “Ind AS”), and other accounting principles generally accepted in India including the requirements of the Act, which has been approved by the Board of Directors at their meeting held on March 28, 2026. II. Audited Ind AS consolidated financial statements of our Company as at and for the year ended March 31, 2025, which were prepared to comply in all material respects with the Indian Accounting Standards (Ind-AS) notified under the section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) which have been approved by the Board of Directors at their meeting held on March 28, 2026. III. Audited special purpose consolidated Ind AS financial statements of our Company as at and for the year ended March 31, 2024 prepared in accordance with Ind AS, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other recognised accounting practices and policies generally accepted in India including the requirements of the Act, which has been approved by the Board of Directors at their meeting held on March 28, 2026; and IV. Audited Special Purpose Consolidated Ind AS Financial Statements of our Company as at and for the year ended March 31, 2023, prepared as per following basis: The audited special purpose consolidated Ind AS financial statements of our Company as at and for the year ended March 31, 2023, have been prepared by the management of our Company in accordance with Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (‘Previous GAAP’ or ‘Indian GAAP’) after giving effect to accounting policy and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Indian Accounting Standards 101 ‘First-time Adoption of Indian Accounting Standards’ (Ind AS 101)) as initially adopted on transition date i.e. 01 April 2022. These Audited special purpose IND AS financial statements have been approved by the Board of Directors on March 28, 2026. Suitable restatement adjustments (both re-measurements and reclassifications) as per Ind AS 101, are made to these Financial Statements for the year ended March 31, 2023. Pursuant to the Companies (Indian Accounting Standard) Second Amendment Rules, 2015, our Company voluntarily adopted March 31, 2024, as reporting date for first time adoption of Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time), and consequently April 01, 2022, as the transition date for preparation of its statutory financial statements for the year ended March 31, 2024. Hence, the general purpose financial statements for the year ended March 31, 2024, were the first financials statements, prepared in accordance with Ind AS. Upto the financial year ended March 31, 2023, our Company had prepared its general purpose financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with Companies (Accounting Standards) Rules, 2021 (“Indian GAAP” or “Previous GAAP”). 'In pursuance to general directions received from Securities and Exchange Board of India (SEBI) vide their email dated October 28, 2021 received by the Book Running Lead Managers ('BRLMs') of our Company through Association of Investment Bankers of India (AIBI), as shared with us, these special purpose financial statements have been prepared solely for the purpose of preparation of restated consolidated financial information for inclusion in Offer document in relation to the proposed IPO. As such these Special Purpose Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated Consolidated Financial Information and are also not financial statements prepared pursuant to any requirements under section 129 of the Companies Act, 2013, as amended. The accounting policies have been consistently applied by our Company in preparation of the restated consolidated financial information and are consistent with those adopted in the preparation of financial statements for the six months ended September 30, 2025. This restated consolidated financial information does not reflect the effects of events that occurred subsequent to the respective dates of board meeting held to approve and adopt the audited special purpose financial statements as mentioned above. The restated consolidated financial information have been prepared so as to contain information/disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations: 372a. Adjustments to the profits or losses of the earlier periods and of the period in which the change in the accounting policy has taken place, recomputed to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these periods, if any; b. Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with our Company as per the Restated Financial Information of our Company for the six months ended September 30, 2025 and the requirements of the ICDR Regulations, if any; and c. The resultant impact of tax due to the aforesaid adjustments, if any. 2.2 Basis of measurement The consolidated financial statements are prepared on going concern, accrual and historical cost basis except for the following assets and liabilities which have been measured at fair value: • Defined benefit plans-plan assets measured at fair value. 2.3 Functional & presentational currency The consolidated financial statements have been presented in Indian Rupees (Rs. or INR), which is also our Company’s functional currency. All amounts have been rounded off to the nearest millions and decimals thereof, unless otherwise mentioned. 2.4 Basis of consolidation Control is achieved when our Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, our Company controls an investee if and only if our Company has: a) has power over the investee b) is exposed to, or has rights, to variable returns from its involvement with the investee; and c) has the ability to use its power to affect its returns. Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when our Company has less than a majority of the voting or similar rights of an investee, our Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including: a) The contractual arrangement with the other vote holders of the investee; b) Rights arising from other contractual arrangements; c) Our Company’s voting rights and potential voting rights; and d) The size of our Company’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders. Our Company reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of subsidiaries begins when our Company obtains control over the subsidiary and ceases when our Company loses control of the subsidiaries. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the restated consolidated statement of profit and loss and other comprehensive income from the date our Company gains control until the date when our Company ceases to control the subsidiary. Consolidation procedure: Subsidiary: a) Combine items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiaries are based on the amounts of the assets and liabilities recognized in the restated consolidated financial information at the acquisition date. b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill 373c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of our Company (profits or losses resulting from intragroup transactions that are recognized in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the restated consolidated financial information. Ind As 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions d) The interest of non-controlling shareholders is initially measured either at fair value or at the noncontrolling interests’ proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity of subsidiaries. Profit or loss and each component of other comprehensive income are attributed to the owners of our Company and to the non- controlling interests. The total comprehensive income of subsidiary is attributed to the owners of our Company and to the non- controlling interests even if this results in the non-controlling interests having a deficit balance. Joint venture: a) Our Company’s investments in its joint venture are accounted for using the equity method. Under the equity method, the investment in its joint venture is initially recognized at cost. Goodwill relating to its joint venture is included in the carrying amount of the investment and is not tested for impairment individually. The statement of profit and loss reflects our Company’s share of the results of operations of its joint ventures The aggregate of our Company’s share of profit or loss of its joint venture is shown on the face of the restated consolidated statement of profit and loss. b) If an entity’s share of losses of joint venture equals or exceeds its interest in its joint venture (which includes any long term interest that, in substance, form part of our Company’s net investment in its joint venture), the entity discontinues recognising its share of further losses. c) Upon loss of significant influence over its joint venture, our Company measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss. 2.5 Current vs non-current classifications Our Company presents assets and liabilities in the consolidated financial statements based on current / non-current classification. An asset is classified as current when it satisfies any of the following criteria: a) it is expected to be realized in, or is intended for sale or consumption in, our Company normal operating cycle. b) it is held primarily for the purpose of being traded; c) it is expected to be realized within 12 months after the reporting date; or d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date. All other assets are classified as non-current. A liability is classified as current when it satisfies any of the following criteria: a) it is expected to be settled in our Company’s normal operating cycle; b) it is held primarily for the purpose of being traded; c) it is due to be settled within 12 months after the reporting date; or our Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. All other liabilities are classified as non-current. The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. Deferred tax assets and liabilities are classified as non-current only. 3742.6 Use of estimates, assumptions and judgements The preparation of the consolidated financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions. These estimates, judgments 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 consolidated financial statements and reported amounts of revenues and expenses during the period. Accounting estimates could change from period to period. Actual results could differ from those 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 consolidated financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements. 2.7 Fair value measurement Certain accounting policies and disclosures of our Company require the measurement of fair values, for both financial and non- financial assets and liabilities. Our Company has an established control framework with respect to the measurement of fair values. The valuation team regularly reviews significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: - Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). When measuring the fair value of an asset or a liability, our Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. 2.8 Business combination Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by our Company, liabilities incurred by our Company to the former owners of the acquiree and the equity interests issued by our Company in exchange for control of the acquiree. Acquisition related costs are recognized in restated consolidated statement of profit and loss as incurred at the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Where the fair value of the identifiable assets and liabilities exceed the cost of acquisition, after re-assessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve on consolidation. 2.9 Goodwill Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, our Company re- assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognizes the gain directly in equity as capital reserve, without routing the same through OCI. Goodwill is not amortized but is reviewed for impairment at least annually. For the purposes of impairment testing, goodwill is allocated to each of our Company's cash-generating units or Company’s of cash-generating units that is expected to benefit from the synergies of the combination. 375A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized in the Restated Consolidated Statement of Profit and Loss. An impairment loss recognized for goodwill is not reversed in subsequent periods. 2.10 Revenue recognition Revenue from sale of goods Revenue for sale of products mainly comprises of brake discs, air filters and other railway equipment. Revenue is recognized at point of time when the control of the same is transferred to the customer and it is probable that our Company will collect the consideration to which it is entitled for the exchanged goods. The point at which control passes is determined based on the terms and conditions by each customer arrangement. Sale of Services Revenue from service contracts are recognized in the accounting period in which the services are rendered. Where the contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on the standalone selling price and revenue is recognized at point in time on fulfillment of respective performance obligation. In case, the service contracts include one performance obligation revenue is recognized based on the actual service provided to the end of the reporting period as proportion of the total services to be provided. This is determined based on the actual expenditure incurred to the total estimated cost. Revenue from services rendered is recognized as the services are rendered and is booked based on agreement / arrangements with the concerned parties. Revenue from construction/project related activity Contract revenue is recognized over time to the extent of performance obligation satisfied and control is transferred to the customer. Contract revenue is recognized at allocable transaction price which represents the cost of work performed on the contract plus proportionate margin, using the percentage of completion method. Percentage of completion is the proportion of cost of work performed to-date, to the total estimated contract costs. With respect to contracts, where the outcome of the performance obligation cannot be reasonably measured, but the costs incurred towards satisfaction of performance obligation are expected to be recovered, the revenue is recognized only to the extent of costs incurred. Revenue from operation and maintenance Revenue from operation & maintenance is recognized as the proportion of the total period of services contract that has elapsed at the end of the reporting period. Contract balances (i) Contract liabilities A contract liability is the obligation to transfer goods or services to a customer for which our Company has received consideration (or the amount is due) from the customer. If a customer pays consideration before our Company transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when our Company performs under the contract. (ii) Trade receivables A receivable represents our Company’s right to an amount of consideration that is unconditional (i .e., only the passage of time is required before payment of the consideration is due). (iii) Contract assets A contract asset is the right to consideration in exchange for goods or services transferred to customer. If our Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. 2.11 Other income Interest Income from bank deposits: Interest income is accrued on a time proportion basis by reference to the principal outstanding and the effective interest rate. 376Rental income Rental income arising from operating leases is accounted for on a straight- line basis over the lease terms and is included in other income in the statement of profit or loss due to its non-operating nature. Dividend income Dividends are recognized in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to our Company, and the amount of the dividend can be measured reliably. Other items of income are accounted as and when the right to receive arises and it is probable that the economic benefits will flow to our Company and the amount of income can be measured reliably. 2.12 Property, plant and equipment i) Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses if any, cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located. Capital work- in- progress includes cost of property, plant and equipment under installation / under development as at the balance sheet date. ii) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with the expenditure will flow to our Company and the cost of the item can be measured reliably. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statements of profit and loss for the period during which such expenses are incurred. iii) Depreciation and useful lives Depreciation on property, plant and equipment is calculated using the written down value method (WDV) over the estimated useful life of property, plant and equipment which coincide with Schedule II to the Companies Act, 2013. Estimated useful life of the assets is given below: Tangible assets Useful life Plant and equipment 8-15 Years Furniture and fixtures 10 Years Office equipment 5 Years Computers 3 Years Motor vehicles 8-10 Years Building 60 Years iv) Gain and loss on disposal of item of property, plant and equipment Property, plant rind equipment are eliminated from consolidated financial statements, either on disposal or when retired from active use. Losses/gains arising in case retirement/disposals of property, plant and equipment are recognized in the statement of profit and loss in the year of occurrence. v) Residual values Our Company reviews the residual value, useful lives and depreciation method annually and, if expectations differ from previous estimates, the change is accounted for as a change in accounting estimate on a prospective basis. 2.13 Inventories Inventories are stated at the lower of cost and net realizable value. a) Raw materials, components, stores, spares and loose tools: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on cost is determined on ‘First in First Out’ (“FIFO”) method. 377b) Cost of finished goods include cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs. Cost is determined on ‘First in First Out’ (“FIFO”) method. c) Cost of traded goods include purchase cost and inward freight. Costs are determined on ‘First in First Out’ (“FIFO”) method. Assessment of net realizable 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 realizable 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 realizable value. 2.14 Financial instruments Financial assets and/or financial liabilities are recognized when our Company becomes party to a contract embodying the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are initially measured at fair value excepting for trade receivables not containing a significant financing component are initially measured at transaction price. Transaction costs that are attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from as the case may be, the fair value of such financial assets or liabilities, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized in profit or loss. A financial asset and a financial liability are offset and presented on net basis in the balance sheet when there is a current legally enforceable right to set-off the recognized amounts and it is intended to either settle on net basis or to realise the asset and settle the liability simultaneously. Subsequent measurement of financial assets and financial liabilities is described below. I. Financial assets Classification and subsequent measurement for the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition: (i) Financial assets at amortized cost – a financial instrument is measured at amortized cost if both the following conditions are met: The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest method. (ii) Financial assets at fair value Investments in equity instruments – All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at fair value through profit and loss ('FVTPL"). For all other equity instruments, our Company decides to classify the same either as at fair value through other comprehensive income ("FVOCI") or FVTPL. Our Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable. If our Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to profit or loss, even on sale of investment. However, our Company may transfer the cumulative gain or loss within equity. Dividends on such investments are recognized in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the profit or loss. De-recognition of financial assets Financial assets (or where applicable, a part of financial asset or part of a Company of similar financial assets) are derecognised from the statement of Assets and Liabilities when the contractual rights to receive the cash flows from the financial asset have expired, or when the financial asset and substantially all the risks and rewards are transferred. Our Company also derecognizes the financial asset if it has both transferred the financial asset and the transfer qualifies for derecognition. II. Financial liabilities 378Initial recognition Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held for trading. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in statement of profit and loss. Subsequent measurement After initial recognition, the financial liabilities are subsequently measured at amortized cost using the effective interest rate ("EIR") method. Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The effect of EIR amortization is included as finance costs in the statement of profit and loss. De-recognition of financial liabilities A financial liability is de-recognized when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss. III. Impairment of financial assets In accordance with Ind AS 109, our Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of financial assets other than those measured at 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) Outstanding customer receivables are regularly monitored. Our Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical data and ageing of accounts receivable. Our Company creates allowance for unsecured receivables based on historical credit loss experience, industry practice and business environment in which the entity operates and is adjusted for forward looking information. Subsequently when our Company is satisfied that no recovery of such losses is possible, the financial asset is considered irrecoverable and the amount charged to the allowance account is then written off against the carrying amount of the impaired financial asset. IV. Impairment of non-financial assets As at the end of each financial year, the carrying amounts of PPE, investment property and intangible assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, PPE, investment property and intangible assets are tested for impairment so as to determine the impairment loss, if any. Goodwill is tested for impairment each year. Impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined: (i) in the case of an individual asset, at the higher of the fair value less costs of disposal and the value-in-use; and (ii) in the case of a cash generating unit (the smallest identifiable group of assets that generates independent cash flows), at the higher of the cash generating unit’s fair value less costs of disposal and the value-in-use. (The amount of value- in-use is determined as the present value of estimated future cash flows from the continuing use of an asset, which may vary based on the future performance of our Company and from its disposal at the end of its useful life. For this purpose, the discount rate (post-tax) is determined based on the weighted average cost of capital of our Company suitably adjusted for risks specified to the estimated cash flows of the asset). If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognized immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. When an impairment loss recognized earlier is subject to full or partial reversal, the carrying amount of the asset (or cash generating unit), except impairment loss allocated to goodwill, is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that 379would have been determined had no impairment loss is recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than impairment loss allocated to goodwill) is recognized immediately in the Statement of Profit and Loss. De-recognition of financial instruments Our Company derecognizes 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. A financial liability (or a part of a financial liability) is derecognised from our Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires. V. Loans and borrowings This is the category most relevant to our Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in the statement of profit and loss when the liabilities are derecognized as well as through the EIR amortization process. 2.15 Provisions, contingent liabilities & contingent assets Provisions Provisions are recognized when our Company has a present obligation (legal or constructive) as a result of past events, 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 risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. (i) Warranties Provisions for warranty related costs are recognized when the product is sold. Initial recognition is based on historical experience i.e. claims received up to the year end and the Management’s estimate of further liability to be incurred in this regard during the warranty period, computed on the basis of past trend of such claims. The initial estimate of warranty related costs is revised annually. (ii) Liquidated Damages Liquidated damages on supply of materials are provided based on the contractual obligations, deduction made by the customers, as the case may be based on Management’s best estimate of the expenditure required to settle the obligations. Contingent liabilities Contingent liabilities are disclosed 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 our Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent assets A contingent asset is not recognized unless it becomes virtually certain that an inflow of economic benefits will arise. When an inflow of economic benefits is probable, contingent assets are disclosed in the consolidated financial statements. Onerous contract Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event based on a reliable estimate of such obligation. 2.16 Cash and cash equivalents Cash & Cash Equivalents in the comprise cash at banks and cash on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. 2.17 Cash flow statement 380Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a 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 our Company are segregated. Certain arrangements entered with financiers have been classified as borrowings by our Company. Our Company presents cash outflows to settle the liability arising from financing activities in its statement of cash flows. 2.18 Share capital Financial instruments issued by our Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. Our Company's ordinary shares are classified as equity instruments. 2.19 Income tax Current tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where our Company operates and generates taxable income. Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income (“OCI”) or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provision where appropriate Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Consolidated financial statements and the corresponding tax bases used in the computation of taxable profit under Income-tax Act, 1961. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. 2.20 Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs. 2.21 Earnings per share (i) Basic earnings per share Basic Earnings Per Share ('EPS') is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity share outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for treasury shares. (ii) Diluted earnings per share 381Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included. 2.22 Segment reporting Our Company is engaged in the manufacturing of rail equipments and has only reportable segment in accordance with IND AS- 108 'Operating Segment'. The Statement relating to this operating segment is reviewed regularly by the Board of Directors to make decisions about resources to be allocated and to assess its performance. The accounting principles used in the preparation of the consolidated financial statements are consistently applied to record revenue and expenditure in the segment and are as set out in the material accounting policies. 2.23 Employee benefits i. Short term employee benefits Employee benefits such as salaries, wages, short-term compensated absences, bonus, ex-gratia and performance-linked rewards falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are expensed in the period in which the employee renders the service ii. Post-employment benefits a) Provident fund Our Company’s state governed provident fund scheme, employee state insurance scheme and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognized during the period in which the employee renders the service. Our Company has no obligation, other than the contribution payable to the provident fund. 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 recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund. b) Defined benefits plan Gratuity Our Company provides for gratuity, a defined benefit plan (the 'Gratuity Plan") covering eligible employees in accordance with the payment of gratuity Act, 1972.Gratuity liability is a defined benefit obligation and is provided on the basis of its actuarial valuation based on the projected unit credit method made at each balance sheet date. Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. Short-term and other long-term employee benefits Our Company records all short-term obligation for such compensated absences as well as performance bonus on the basis of amount paid in the period during which the services are rendered by the employees, all such expenses are recognize in the period in which they actually arise. 2.24 Foreign currency transactions and balances: Transactions in foreign currencies are initially recorded by our Company at its functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, our Company uses an average rate if the average approximates the actual rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at the fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of transaction. 3822.25 Leases Identifying leases Our Company assesses at contract inception whether a contract is or contains a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease contracts entered by our Company majorly pertains for premises and equipment taken on lease to conduct its business in the ordinary course. Company as a lessee Our Company had adopted Ind AS 116 “Leases” using the modified retrospective approach by applying the standard to all leases existing at the date of initial application. Our Company also elected to use the recognition exemption for lease contracts that, at the commencement date, have a lease term of twelve months or less and do not contain a purchase option (“short-term leases”) and lease contracts for which the underlying asset is of low value other than land. (“low value assets”). Our Company recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets Our Company recognizes 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 impairment losses, and adjusted for any remeasurement 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 shorter of the lease term and the estimated useful lives of the assets. The right-of-use assets are also subject to impairment. Refer to the accounting policies in "Impairment of non-financial assets". Lease liabilities At the commencement date of the lease, our Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (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. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by our Company and payments of penalties for terminating the lease, if the lease term reflects our Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, our 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 remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Short-term leases and leases of low-value assets Our Company has applied 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) and low-value assets recognition exemption. 2.26 Significant management judgement in applying accounting policies When preparing the consolidated financial statement, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses Income tax and deferred tax assets Our Company uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. Accordingly, our Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. Useful lives of depreciable assets 383Our Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. Actuarial valuation The determination of Company’s liability towards defined benefit obligation to employees is made through independent actuarial valuation including determination of amounts to be recognized in the Statement of Profit and Loss and in other comprehensive income. Such valuation depend upon assumptions determined after taking into account discount rate, salary growth rate, expected rate of return, mortality and attrition rate. Statement about such valuation is provided in notes to the consolidated financial statement. Impairment of non-financial assets In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. Litigations, Claims and Contingencies Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/ claim/ litigation against Company as it is not possible to predict the outcome of pending matters with accuracy. Warranties and Liquidated Damages Our Company’s product warranty obligations and estimations thereof are determined using historical information of claims received up to the year end and the management’s estimate of further liability to be incurred in this regard during the warranty period, computed on the basis of past trend of such claims. Liquidated damages on supply of products are provided based on the contractual obligations or deduction made by the customers considering the current situation and status of the project, the reasons for delays and past experience with the customers. Changes in estimated frequency and amount of future warranty claims / liquidated damages, can materially affect warranty / liquidated damage expenses. Revenue recognition For performance obligation satisfied over time, the revenue recognition is done 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. 2.27 Recent accounting pronouncements and changes in accounting standards a) Amendment to Accounting Standards (Ind AS) issued but not yet effective The Ministry of Corporate Affairs notifies new standards or amendment to existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. There is amendment to ‘Ind AS 1 - Classification of Liabilities’ and certain provisions (e.g., paragraphs 74, 75, 75A, and 76) will be applicable from April 01, 2026. b) Standards issued/amended and became effective Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the six months period ended September 30, 2025 and upto the date of issuance of consolidated financial statements, MCA has amends following Ind AS: Ind AS 21 - The Effects of Changes in Foreign Exchange Rates Ind AS 101 - First-time Adoption of Indian Accounting Standards Ind AS 7 and Ind AS 107 - Disclosures: Supplier Finance Arrangements Ind AS 12 - International tax reform—Pillar Two model rules The amendments are applicable for annual periods beginning on or after April 1, 2025. Our Company has evaluated the amendments and based on its evaluation has determined that it does not have any impact in its consolidated financial statements. Principal Components of Statement of Profit and Loss 384Total income Our total income comprises revenue from operations and other income. We generate majority of our revenue from sale of products like traction motor HHP 4500, traction alternator, electric traction motor, stator, rotor, filters, brake disc, and gangways, and revenue from services. Revenue from operations Our revenue from operations primarily includes revenue from contract with customers, consisting of sale of goods and sale of services, and other operating revenue consisting of sale of traded goods, and sale of scrap. Other income Our other income primarily includes (i) interest income on deposit with banks, (ii) interest income on unsecured loans, (iii) rental income, (iv) gain on foreign currency transactions and translation (net), (v) net gain on sale of property, plant and equipment, (vi) sundry balance written back, (vii) marketing fees, and (viii) other miscellaneous income. Expenses Our total expenses include the below mentioned expenses: Cost of materials consumed Our cost of materials consumed consists of opening inventories and purchase of raw materials, less the closing inventories. Purchases of stock-in-trade Purchases of stock-in-trade comprises of the purchase of goods that our Company intends to sell in the regular course of its business operations. Changes in inventories of finished goods, work-in-progress and stock in trade Our changes in inventories of finished goods, work-in-progress and stock in trade comprises difference between the closing and the opening inventory of finished goods, work-in-progress, and stock-in-trade. Employee benefits expense Our employee benefits expense primarily include (i) salaries, wages and bonus, (ii) contribution to provident and other funds, and (iii) gratuity expenses, and (iv) staff welfare expenses. Finance costs Our finance costs primarily include interest expenses on (i) borrowings, (ii) lease liabilities, and (iii) warranty expenses Depreciation and Amortization expense Our depreciation and amortization primarily include (i) depreciation on property, plant and equipment, and (ii) depreciation on right of use assets. Other Expenses Our other expenses primarily include (i) repairs and maintenance of plant and machinery, building, and others, (ii) manpower hiring expenses, (iii) job work charges, (iv) power and fuel, (v) project expenses, (vi) engineering services, (vii) provision for warranty, (viii) provision for onerous contracts, (ix) site expenses, (x) bad debts written off, (xi) commission and marketing expenses, (xii) freight outward charges , (xiii) loss on foreign currency transactions and translation (net), (xiv) legal and professional fee, (xv) testing charges, (xvi) rent, (xvii) travelling and conveyance, (xviii) insurance, (xix) rates and taxes, (x) corporate social responsibility expenditure, (xi) royalty expenses, (xii) payment to auditors, (xiii) bank charges, and (xiv) miscellaneous expenses. Tax Expenses Our tax expenses primarily include current tax, tax related to earlier years, and deferred tax (credit)/charge. Profit after tax for the period Profit after tax for the period includes the profit for the year after tax expenses. 385Results of Operations based on our Restated Consolidated Financial Information The following table sets forth select financial data from our statement of profit and loss for the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024 and Fiscal 2023, the components of which are also expressed as a percentage of total income for such periods. Particulars Six months period Fiscal 2025 Fiscal 2024 Fiscal 2023 ended September 30, 2025 (In ₹ (As a % (In ₹ (As a % (In ₹ (As a % (In ₹ (As a % million) of total million) of total million) of total million) of total income) income) income) income) Income Revenue from Operations 1,560.63 97.70% 3,264.18 98.58% 2,329.80 98.89% 860.67 95.23% Other income 36.78 2.30% 47.07 1.42% 26.26 1.11% 43.13 4.77% Total income (I) 1,597.41 100.00% 3,311.25 100.00% 2,356.06 100.00% 903.80 100.00% Expenses Cost of materials consumed 1,041.47 65.20% 2,167.95 65.47% 1,573.38 66.78% 577.03 63.84% Purchases of stock-in-trade 0.42 0.03% - 0.00% 37.11 1.58% - 0.00% Changes in inventories of finished (30.45) (1.91%) 69.19 2.09% (146.49) (6.22%) (46.00) (5.09%) goods, stock-in-trade and work-in progress Employee benefits expense 67.56 4.23% 120.17 3.63% 110.26 4.68% 76.79 8.50% Finance costs 12.58 0.79% 13.59 0.41% 14.09 0.60% 14.77 1.63% Depreciation and amortisation expenses 21.58 1.35% 41.19 1.24% 47.29 2.01% 22.20 2.46% Other expenses 145.58 9.11% 331.75 10.02% 360.08 15.28% 185.03 20.47% Total expenses (II) 1,258.74 78.80% 2,743.84 82.86% 1,995.72 84.71% 829.82 91.81% Profit before share of profit of joint 338.67 21.20% 567.41 17.14% 360.34 15.29% 73.98 8.19% venture and tax (III=I-II) Share in profit of joint venture - - - - - - 55.77 6.17% Profit before tax 338.67 21.20% 567.41 17.14% 360.34 15.29% 129.75 14.36% Tax Expense (a) Current tax 89.88 5.63% 178.24 5.38% 83.16 3.53% 21.13 2.34% (b) Adjustment for earlier years 10.00 0.63% - 0.00% 1.15 0.05% 1.57 0.17% (c) Deferred tax (credit)/charge (15.27) (0.96%) (15.21) (0.46%) 12.12 0.51% (4.67) (0.52%) Total tax expenses (IV) 84.61 5.30% 163.03 4.92% 96.43 4.09% 18.03 1.99% Profit for the period/year (V=III-IV) 254.06 15.90% 404.38 12.21% 263.91 11.20% 111.72 12.36% Other Comprehensive Income Items that will not be reclassified to Statement of Profit and Loss Gain on remeasurements of defined 0.17 0.01% 2.83 0.09% 0.04 0.00% 0.78 0.09% benefit plans Income tax relating to items that will not (0.04) 0.00% (0.70) (0.02%) (0.01) 0.00% (0.19) (0.02%) be classified to profit or loss Total other comprehensive income 0.13 0.01% 2.13 0.07% 0.03 0.00% 0.59 0.07% for the period/year (net of tax) (VI) Total comprehensive income for the 254.19 15.91% 406.51 12.28% 263.94 11.20% 112.31 12.43% period/year Profit for the year attributable to Owner of our Company 222.33 13.92% 367.74 11.10% 229.21 9.73% 109.40 12.10% Non-controlling interests 31.73 1.99% 36.64 1.11% 34.70 1.47% 2.32 0.26% Other Comprehensive income for the period/year attributable to Owner of our Company 0.07 0.01% 2.17 0.07% 0.06 0.00% 0.62 0.07% Non-controlling interests 0.06 0.00% (0.04) 0.00% (0.03) 0.00% (0.03) 0.00% Total comprehensive income for the period/year, net of tax Owner of our Company 222.40 13.93% 369.91 11.17% 229.27 9.73% 110.02 12.17% Non-controlling interests 31.79 1.99% 36.60 1.11% 34.67 1.47% 2.29 0.26% Earnings per equity share attributable to owners of our Company Basic (Rupee) 8.71* 14.40 8.98 4.28 Diluted (Rupee) 8.71* 14.40 8.98 4.28 *Not annualised COMPARISON OF THE RESULTS OF OPERATIONS 386Six months period ended September 30, 2025 Total Income Our total income amounted to ₹ 1,597.41 million for the six months period ended September 30, 2025, primarily due to revenue from operations of ₹ 1,560.63 million. Revenue from operations Our revenue from operations for the six-months period ended September 30, 2025 amounted to ₹1,560.63 million, primarily driven by revenue from the sale of goods aggregating ₹1,474.20 million, which was predominantly attributable to the sale of railway products amounting to ₹1,138.08 million, filter paper products amounting to ₹128.04 million, and sale of services in connection with railways and metro rail projects. Other income Our other income for the six-months period ended September 30, 2025 amounted to ₹36.78 million, primarily comprising interest income on fixed deposits aggregating ₹31.56 million and sundry balances written back aggregating ₹5.05 million. Expenses Total expenses for the six-months period ended September 30, 2025 amounted to ₹1,258.74 million, comprising cost of materials consumed of ₹1,041.47 million, other expenses of ₹145.58 million and employee benefits expense of ₹67.56 million, primarily on account of the factors discussed below. Direct Costs Our direct costs (comprising cost of materials consumed and purchase of stock-in-trade) for the six-months period ended September 30, 2025 amounted to ₹1,041.89 million, primarily attributable to purchase of raw materials aggregating ₹1,196.39 million during the period. 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 for the six-months period ended September 30, 2025 resulted in a net decrease of ₹30.45 million. Employee Benefits Expense Our employee benefits expense for the six-months period ended September 30, 2025 amounted to ₹67.56 million, primarily attributable to salaries, wages and bonus aggregating ₹61.82 million. Finance Costs Our finance costs amounted to ₹12.58 million for the six months period ended September 30, 2025, primarily due to an increase in lease liabilities. During the period, our Company entered into new lease arrangements, which resulted in an increase in interest on lease liabilities by ₹4.75 million. Depreciation and Amortization expense Our depreciation and amortization expense amounted to ₹ 21.58 million for the six months period ended September 30, 2025. The was primarily attributable to strategic investments made during the period, including the addition of new lease arrangements resulting in depreciation on right-of-use assets of ₹0.78 million. Other Expenses Our other expenses for the six-months period ended September 30, 2025 amounted to ₹145.58 million, primarily comprising manpower hiring expenses of ₹21.85 million, job work charges of ₹13.02 million, power and fuel expenses of ₹12.68 million, commission and marketing expenses of ₹17.95 million, provisions relating to warranty of ₹11.39 million, repairs and maintenance expenses of ₹9.74 million, and legal and professional charges of ₹11.21 million. Tax Expense Our tax expense amounted to ₹ 84.61 million for the six months period ended September 30, 2025, primarily due to tax pertaining to earlier years amounting to ₹10.00 million and current tax amounting to ₹89.88 million and deferred tax credit amounting to ₹15.27 million. 387Profit after tax for the period As a result of the foregoing factors, our profit after tax for the period amounted to ₹ 254.06 million for the six months period ended September 30, 2025. Fiscal 2025 Compared to Fiscal 2024 Total Income Our total income increased by 40.54% to ₹ 3,311.25 million for Fiscal 2025 from ₹ 2,356.06 million for Fiscal 2024, on account of the factors discussed below. Revenue from operations Revenue from operations increased by 40.11% to ₹3,264.18 million in Fiscal 2025 from ₹2,329.80 million in Fiscal 2024, primarily driven by a substantial increase in revenue from the sale of goods, which rose to ₹3,221.05 million in Fiscal 2025 from ₹2,315.64 million in Fiscal 2024. The growth in sale of goods was attributable to higher volumes of traction motors, stators and rotors supplied to the railways, with revenue from such products increasing to ₹2,256.62 million in Fiscal 2025 from ₹1,284.67 million in Fiscal 2024. In addition, revenue from services increased to ₹27.17 million in Fiscal 2025 from ₹2.02 million in Fiscal 2024, on account of higher revenue recognised from railways project-related activities. Other income Our other income increased by 79.25% to ₹ 47.07 million for Fiscal 2025 from ₹ 26.26 million for Fiscal 2024, primarily attributable to increase in the interest income on fixed deposits of ₹ 23.37 million to ₹ 36.53 million in Fiscal 2025 from ₹ 13.16 million in Fiscal 2024 driven by improved deployment of surplus funds and higher average investment balances. Expenses Our total expenses increased by 37.49% to ₹ 2,743.84 million for Fiscal 2025 from ₹ 1,995.72 million for Fiscal 2024, on account of the factors discussed below. Direct Costs Our direct costs, comprising cost of materials consumed and purchases of stock-in-trade, increased by 34.61% to ₹2,167.95 million in Fiscal 2025 from ₹1,610.49 million in Fiscal 2024. This increase was broadly in line with the growth in revenue and changes in product mix and was primarily attributable to higher volume procurement of raw materials, which increased to ₹2,171.43 million in Fiscal 2025 from ₹1,614.26 million in Fiscal 2024. 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 147.23% to ₹ 69.19 million for Fiscal 2025 from ₹ (146.49) million for Fiscal 2024. Employee Benefits Expense Our employee benefits expense increased by 8.99% to ₹120.17 million in Fiscal 2025 from ₹110.26 million in Fiscal 2024, primarily attributable to an increase in salaries and wages to ₹107.93 million in Fiscal 2025 from ₹100.04 million in Fiscal 2024, mainly on account of annual compensation increments granted to employees. Our employee headcount decreased from 145 in Fiscal 2024 to 122 in Fiscal 2025. Finance Costs Our finance costs decreased by 3.55% to ₹13.59 million in Fiscal 2025 from ₹14.09 million in Fiscal 2024, primarily attributable to a reduction in interest expense on borrowings, which decreased to ₹8.73 million in Fiscal 2025 from ₹11.09 million in Fiscal 2024, due to lower average utilisation of cash credit, term, and working capital demand loan facilities during the year. This decrease was partially offset by an increase in interest expense on warranty provisions, which rose to ₹4.86 million in Fiscal 2025 from ₹3.00 million in Fiscal 2024, primarily on account of higher sales to the railways and the corresponding increase in warranty obligations. Depreciation and Amortization expense Our depreciation and amortisation expense decreased by 12.90% to ₹41.19 million in Fiscal 2025 from ₹47.29 million in Fiscal 2024, primarily attributable to lower depreciation charges during the year, as our Company follows the written down value method of depreciation and there were no significant deletions from property, plant and equipment during the relevant periods. 388Additions to property, plant and equipment amounted to ₹44.91 million in Fiscal 2025 as compared to ₹68.87 million in Fiscal 2024. Other Expenses Our other expenses decreased by 7.87% to ₹331.75 million in Fiscal 2025 from ₹360.08 million in Fiscal 2024, primarily on account of a reduction in engineering services expenses from ₹13.34 million in Fiscal 2024 to Nil in Fiscal 2025, a decrease in commission and marketing expenses to ₹54.21 million in Fiscal 2025 from ₹80.03 million in Fiscal 2024, and a reduction in testing charges to ₹0.51 million in Fiscal 2025 from ₹53.40 million in Fiscal 2024. These decreases were partially offset by an increase in legal and professional expenses to ₹55.40 million in Fiscal 2025 from ₹40.19 million in Fiscal 2024, an increase in royalty expenses to ₹23.51 million from ₹14.58 million, and higher manpower hiring charges of ₹34.95 million in Fiscal 2025 as compared to ₹16.48 million in Fiscal 2024. Tax Expense Our tax expense increased by 69.07% to ₹163.03 million for Fiscal 2025 from ₹96.43 million for Fiscal 2024, primarily due to an increase in current tax expense to ₹178.24 million in Fiscal 2025 from ₹83.16 million in Fiscal 2024. This increase was partially offset by the recognition of a deferred tax credit of ₹15.21 million in Fiscal 2025, as compared to a deferred tax charges of ₹ 12.12 million in Fiscal 2024, mainly due to changes in timing differences and reassessment of deferred tax balances. Profit after tax for the period As a result of the foregoing factors, our profit after tax for the period increased by 53.23% to ₹ 404.38 million for Fiscal 2025 from ₹ 263.91 million for Fiscal 2024. Fiscal 2024 Compared to Fiscal 2023 Total Income Our total income increased by 160.68% to ₹ 2,356.06 million for Fiscal 2024 from ₹ 903.80 million for Fiscal 2023, on account of the factors discussed below. Revenue from operations Our revenue from operations increased by 170.70% to ₹2,329.80 million in Fiscal 2024 from ₹860.67 million in Fiscal 2023, primarily driven by a significant increase in revenue from the sale of goods, which rose to ₹2,315.64 million in Fiscal 2024 from ₹795.59 million in Fiscal 2023. The increase was mainly attributable to higher sales volumes of railway-related products, particularly traction motors and stators, revenue from which increased to ₹1,284.67 million in Fiscal 2024 from ₹79.47 million in Fiscal 2023. In addition, revenue from sale of brake discs increased to ₹422.21 million in Fiscal 2024 from ₹250.15 million in Fiscal 2023. During the year, revenue was further supported by a broader product mix, with stators, rotors, filters and brake discs contributing to overall sales, and the growth was largely driven by our Company’s receipt and execution of purchase orders across multiple railway product categories. Other income Our other income decreased by 39.11% to ₹26.26 million in Fiscal 2024 from ₹43.13 million in Fiscal 2023. While interest income on fixed deposits increased to ₹13.16 million in Fiscal 2024 from ₹7.75 million in Fiscal 2023, driven by higher average fixed deposit balances and improved interest rates, the overall movement in other income was attributable to non-operating items recorded during the year, including marketing fees of ₹13.49 million and sundry balances written back of ₹9.09 million in Fiscal 2023, which were Nil in Fiscal 2024. Expenses Our total expenses increased by 140.50% to ₹ 1,995.72 million for Fiscal 2024 from ₹ 829.82 million for Fiscal 2023, on account of the factors discussed below. Direct Costs Our direct costs, comprising cost of materials consumed and purchases of stock-in-trade, increased by 179.10% to ₹1,610.49 million in Fiscal 2024 from ₹577.03 million in Fiscal 2023, primarily attributable to a significant increase in procurement of raw materials, which rose to ₹1,614.26 million in Fiscal 2024 from ₹663.66 million in Fiscal 2023. The increase in raw material purchases was commensurate with the growth in revenue from operations and the overall scale-up of business activities during the year. Changes in inventories of finished goods, stock-in-trade and work-in progress 389Our changes in inventories of finished goods, stock-in-trade and work-in-progress increased by 218.46% to ₹(146.49) million in Fiscal 2024 from ₹(46.00) million in Fiscal 2023, primarily attributable to a higher closing inventory of finished goods and work-in-progress in Fiscal 2024, in line with the increased scale of operations and higher sales volumes during the year, and commensurate with the growth in revenue from operations. Employee Benefits Expense Our employee benefits expense, which includes salaries and wages, contributions to provident and other funds, gratuity and staff welfare expenses, increased by 43.59% to ₹110.26 million in Fiscal 2024 from ₹76.79 million in Fiscal 2023. This increase was primarily driven by a rise in salaries and wages and related contributions, which increased to ₹100.04 million in Fiscal 2024 from ₹71.20 million in Fiscal 2023. The increase in employee benefit expenses was principally attributable to a change in workforce composition, including attrition of employees at lower compensation levels and induction of personnel at higher compensation bands. Our employee headcount decreased from 144 in Fiscal 2023 to 142 in Fiscal 2024. Finance Costs Our finance costs decreased by 4.60% to ₹14.09 million in Fiscal 2024 from ₹14.77 million in Fiscal 2023, primarily attributable to a reduction in interest expense on borrowings, which decreased to ₹11.09 million in Fiscal 2024 from ₹13.03 million in Fiscal 2023, due to lower average utilisation of cash credit and working capital demand loan facilities and an overall reduction in borrowings. This decrease was partially offset by an increase in interest expense on warranty provisions, which increased to ₹3.00 million in Fiscal 2024 from ₹1.74 million in Fiscal 2023, primarily on account of higher sales to the railways and the corresponding increase in warranty obligations. Depreciation and Amortization expense Our depreciation and amortisation expense increased by 113.02% to ₹47.29 million in Fiscal 2024 from ₹22.20 million in Fiscal 2023, primarily attributable to higher additions to the gross block of property, plant and equipment during the year. Additions aggregated ₹68.87 million in Fiscal 2024, as compared to ₹15.18 million in Fiscal 2023, with significant capital expenditure in plant and machinery amounting to ₹67.41 million during Fiscal 2024, resulting in a higher depreciation charge for the period. Other Expenses Our other expenses increased by 94.61% to ₹360.08 million in Fiscal 2024 from ₹185.03 million in Fiscal 2023, primarily on account of higher operating costs in line with increased business activity. Engineering services expenses were ₹13.34 million in Fiscal 2024 as compared to ₹23.36 million in Fiscal 2023. Commission and marketing expenses increased significantly to ₹80.03 million in Fiscal 2024 from ₹7.74 million in Fiscal 2023. Testing charges increased to ₹53.40 million in Fiscal 2024 from ₹30.59 million in Fiscal 2023. Job work charges increased to ₹21.72 million in Fiscal 2024 from ₹5.65 million in Fiscal 2023. Power and fuel expenses also increased to ₹16.58 million in Fiscal 2024 from ₹4.90 million in Fiscal 2023, reflecting higher operational scale. Tax Expense Our tax expense increased by 434.83% to ₹ 96.43 million for Fiscal 2024 from ₹ 18.03 million for Fiscal 2023. This increase was primarily driven by higher taxable profits during the year, resulting in a rise in current tax expense to ₹83.16 million in Fiscal 2024 from ₹21.13 million in Fiscal 2023. In addition, deferred tax charge of ₹12.12 million was recognized in Fiscal 2024, as compared to a deferred tax credit of ₹4.67 million in Fiscal 2023, mainly due to reversal of timing differences and changes in deferred tax balances. Profit after tax for the period As a result of the foregoing factors, our profit after tax for the period increased by 136.22% to ₹ 263.91 million for Fiscal 2024 from ₹ 111.72 million for Fiscal 2023. Liquidity and Capital Resources Historically, our primary liquidity requirements have been to finance our working capital needs for our operations. We have met these requirements through cash flows from operations, and short term borrowings. As of September 30, 2025, we had ₹ 543.26 million in inventories, ₹ 237.75 million trade receivables, cash and cash equivalents of ₹ 31.01 million and other current assets of ₹ 109.30 million. For the six months period ended September 30, 2025, and the Fiscals 2025, 2024, and 2023, and our total liabilities based on our Restated Consolidated Financial Information amounted to ₹ 1,057.64 million, ₹ 605.20 million, ₹ 561.03 million, and ₹ 531.90 million, respectively. Cash Flows based on Restated Consolidated Financial Information 390The table below summarizes the statement of cash flows, as per our cash flow statements, for the periods indicated: Particulars Six months period Fiscal ended September 2025 2024 2023 30, 2025 Net cash generated from / (used in) operating activities 277.36 499.68 206.82 (66.01) Net cash generated from / (used in) investing activities (272.17) (591.48) (38.62) (18.12) Net cash generated from / (used in) financing activities (2.14) 83.95 (144.04) 27.81 Cash and cash equivalents 31.01 27.96 35.81 11.65 Operating Activities For the six-months period ended September 30, 2025, our net cash generated from operating activities amounted to ₹277.36 million, primarily driven by cash generated from operations of ₹325.35 million. Profit before tax for the period was ₹338.67 million, which was adjusted for non-cash and other items, including depreciation and amortisation expense of ₹21.58 million, provision for warranty of ₹11.39 million and interest income on deposits and loans of ₹(31.73) million, resulting in operating profit before working capital changes of ₹351.16 million. Changes in operating assets and liabilities during the period primarily comprised an increase in inventories of ₹185.36 million, an increase in trade payables of ₹147.67 million and a decrease in trade receivables of ₹74.55 million, which collectively impacted the net cash generated from operating activities. In Fiscal 2025, our net cash generated from operating activities amounted to ₹499.68 million, primarily attributable to cash generated from operations of ₹686.96 million. Profit before tax for the year was ₹567.41 million, which was adjusted for non- cash and other items, including depreciation and amortisation expense of ₹41.19 million, provision for warranty of ₹24.67 million and interest income on financial assets carried at amortised cost of ₹(42.72) million, resulting in operating profit before working capital changes of ₹619.67 million. Changes in operating assets and liabilities during Fiscal 2025 primarily comprised a decrease in inventories of ₹65.71 million and a decrease in other financial assets of ₹81.87 million, partially offset by a decrease in trade payables of ₹77.37 million and an increase in trade receivables of ₹21.57 million, which collectively impacted the net cash generated from operating activities. For Fiscal 2024, our net cash generated from operating activities amounted to ₹206.82 million, primarily derived from cash generated from operations of ₹279.21 million. Profit before tax for the year was ₹360.34 million, which was adjusted for non- cash and other items, including depreciation and amortisation expense of ₹47.29 million, provision for warranty of ₹18.07 million and interest income on financial assets carried at amortised cost of ₹(18.49) million, resulting in operating profit before working capital changes of ₹433.29 million. Changes in operating assets and liabilities during Fiscal 2024 primarily comprised an increase in inventories of ₹187.37 million and an increase in trade receivables of ₹94.07 million, partially offset by an increase in trade payables of ₹109.47 million, which collectively impacted the net cash generated from operating activities. In Fiscal 2023, our net cash used in operating activities amounted to ₹(66.01) million, primarily attributable to cash used in operations of ₹(47.48) million, notwithstanding that our Company generated operating profit prior to working capital adjustments. Profit before tax for the year was ₹129.75 million, which was adjusted for non-cash and other items, including depreciation and amortisation expense of ₹22.20 million, provision for warranty of ₹6.84 million, interest income on financial assets carried at amortised cost of ₹(16.92) million and share in profit of joint venture of ₹(55.77) million, resulting in operating profit before working capital changes. However, adverse movements in working capital led to cash used in operations of ₹47.48 million. Changes in operating assets and liabilities during Fiscal 2023 primarily comprised an increase in inventories of ₹133.70 million and an increase in other financial assets of ₹114.96 million, partially offset by an increase in trade payables of ₹161.90 million, which collectively contributed to the net cash used in operating activities during the year. Investing Activities For the six-months period ended September 30, 2025, our net cash used in investing activities amounted to ₹(272.17) million, primarily on account of payments for the purchase of property, plant and equipment and capital work-in-progress, net of capital advances and capital payables, aggregating ₹(82.89) million. The outflow was further attributable to payments for acquisition of right-of-use assets amounting to ₹(83.08) million and investments made in fixed deposits of ₹(311.26) million, partially offset by proceeds from fixed deposits of ₹195.88 million during the period. In Fiscal 2025, our net cash used in investing activities amounted to ₹(591.48) million, primarily attributable to capital expenditure incurred towards the acquisition of property, plant and equipment and capital work-in-progress, net of capital advances and capital payables, aggregating ₹(75.33) million. The outflow was further driven by investments made in fixed deposits amounting to ₹(668.66) million, partially offset by proceeds from fixed deposits of ₹85.72 million during the year. In Fiscal 2024, our net cash used in investing activities amounted to ₹(38.62) million, primarily attributable to payments made towards the purchase of property, plant and equipment and capital work-in-progress, net of capital advances and capital payables, aggregating ₹(33.44) million. The outflow was further driven by investments in fixed deposits of ₹(194.48) million, partially offset by proceeds from fixed deposits amounting to ₹146.61 million during the year. 391In Fiscal 2023, our net cash used in investing activities amounted to ₹(18.12) million, primarily attributable to payments made towards a business combination for acquisition of an additional stake in a joint venture, consequent to which the entity became a subsidiary, aggregating ₹(185.45) million. The outflow also included capital expenditure incurred towards the purchase of property, plant and equipment and capital work-in-progress, net of capital advances and capital payables, amounting to ₹(15.18) million, and investments made in fixed deposits of ₹(90.56) million. These were partially offset by proceeds from fixed deposits of ₹175.17 million during the year. Financing Activities For the six-months period ended September 30, 2025, our net cash used in financing activities amounted to ₹(2.14) million, primarily attributable to repayment of long-term borrowings of ₹(9.68) million and finance costs paid on borrowings amounting to ₹(5.37) million. These outflows were partially offset by net proceeds from short-term borrowings of ₹12.91 million during the period. In Fiscal 2025, our net cash generated from financing activities amounted to ₹83.95 million, primarily driven by net proceeds from short-term and long-term borrowings aggregating ₹100.37 million during the year. This inflow was partially offset by finance costs paid on borrowings amounting to ₹8.73 million. In Fiscal 2024, our net cash used in financing activities amounted to ₹(144.04) million, primarily attributable to net repayment of short-term and long-term borrowings aggregating ₹(132.95) million during the year. The outflow was further impacted by finance costs paid on borrowings amounting to ₹11.09 million. In Fiscal 2023, our net cash generated from financing activities amounted to ₹27.81 million, primarily attributable to net proceeds from short-term and long-term borrowings aggregating ₹40.49 million during the year, which exceeded repayments. This inflow was partially offset by finance costs paid on borrowings amounting to ₹12.68 million. Indebtedness As of September 30, 2025, we had working capital and cash credit borrowings of ₹ 188.68 million, with a total borrowings-to- total equity ratio of 0.10 as per the Restated Consolidated Financial Information. Some of our financing agreements include various conditions and covenants that require us to obtain lender consents prior to carrying out certain activities and entering into certain transactions. For further information on our agreements governing our outstanding indebtedness, see “Financial Indebtedness” on page 399. Contractual Obligations Our Company has no contractual obligations as of September 30, 2025. Contingent Liabilities The following table sets forth the principal components of our contingent liabilities as of March 31, 2025, as per the Restated Consolidated Financial Information: (₹ in million) Particulars Amount (₹ million) Outstanding bank guarantees 276.71 Letter of credit outstanding 31.68 Customs and Excise Authorities (refer note (i)) 296.73 Income tax demand notices/orders(refer note (ii)) 18.60 Registration under Paper Import Monitoring System (PIMS)(refer note (iii)) 0.20 Notes: Note (i): Customs and Excise Authorities (a) Our Company has received a Show Cause Notice raising a demand of Rs.14.79 million towards differential customs duty, along with an equivalent penalty under Section 114A and a penalty of Rs. 2.50 million under Section 114AA of the Customs Act, 1962. The matter pertains to the classification of imported machined pistons. Our Company has filed an appeal before the CESTAT, Mumbai against the order of principal commissioner of customs (appeals), and the matter is currently pending adjudication. (b) Our Company received a Show Cause Notice raising a demand of Rs. 115.10 million towards differential customs duty, along with an equivalent penalty under Section 114A, a redemption fine of ₹2.00 million, and a penalty of Rs. 20.00 million under Section 114AA of the Customs Act, 1962. A bank guarantee of Rs. 13.19 million has been furnished in this regard. The matter relates to the classification of pistons and cylinder liners. Our Company has preferred an appeal before the CESTAT, and the case is currently pending adjudication. (c) Our Company received a Show Cause Notice dated August 11, 2022, and an Order-in-Original dated July 24, 2024, raising a demand of Rs. 4.72 million towards differential IGST, along with an equivalent penalty under Section 114A and a redemption fine of Rs.3.00 million under Section 125(1) of the Customs Act, 1962. The matter pertains to the revision of the IGST rate from 5% to 12%, effective October 1, 2019. Our Company has already discharged the differential duty along with applicable interest and has preferred an appeal before the appellate authority. Pursuant to a hearing held on 7 November 2025, our Company received an order adverse to its appeal. Our Company, has decided to contest the matter further and is taking appropriate legal steps. Note (ii) : Income tax demand notices/orders 392(a) Income tax demand notices order (Traces Portal) for Rs.18.16 million. Our Company has received a demand of Rs.18.06 million in the financial year 2022-23 as per the order generated on the TRACES portal. The said demand has been erroneously reflected, despite our Company having duly deposited the applicable TDS on purchase of shares. Our Company is confident that no financial liability will devolve on our Company in this regard. Accordingly, no provision has been considered necessary in the books of account. (b) The subsidiary company has received an income tax demand of Rs. 0.44 million in respect of AY 2023-24, which is currently under review by subsidiary company. (c) The Assessing Officer had made an addition of Rs. 4.28 million in respect of the bifurcation of depreciation between land and building, which has been contested by the subsidiary company. The matter is currently under appeal before the Commissioner of Income Tax (Appeals). The depreciation claimed has already been set off against the Subsidiary Company’s brought-forward losses. The subsidiary company has submitted the required details on multiple occasions since 14 December 2023 in response to notices issued by the Department; however, the proceedings have not yet been concluded and the final order remains pending. Note (iii) : Paper Import Monitoring System (PIMS) (a) Our Company received an order imposing a redemption fine of Rs. 0.15 million under Section 125 of the Customs Act, 1962, and a penalty of Rs. 0.05 million for non-submission of PIMS registration at the time of filing one of the Bills of Entry (BOE). Our Company has preferred an appeal before the office of the Principal Commissioner of Customs (Appeals), and the matter is currently pending for hearing. Notes: i) Further it is not practicable for the management to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. ii) Our Company and subsidiary's pending litigations comprises of proceedings pending with tax and other regulatory authorities. The cases are still in court awaiting deliberations hence no provisions have been made in the consolidated financial statements as it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. iii) Our Company and the subsidiary does not expect any reimbursements in respect of the above contingent liabilities. Related Party Transactions We enter into various transactions with related parties. For further information see “Restated Consolidated Financial Information – Note 36. Related Party Disclosure” on page 337. Quantitative and Qualitative Disclosures about Market Risk The Chief Operating Decision Maker (CODM) being the Board of Directors (Board) has overall responsibility for the establishment and oversight of our Company risk management framework. Board of Directors regularly reviews the changes in the market conditions, management policies and procedures and the adequacy of risk management framework in relation to the risks faced by our Company. The framework seeks to identify, assess and mitigate financial risk in order to minimize potential adverse effects on our Company’s financial performance. In the course of its business, our Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. Our Company has exposure to the following risks arising from financial instruments: 1) Market risk 2) Credit risk 3) Liquidity risk 1) Market risk "Market risk is the risk of loss of future earnings, fair values, or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables, and all short-term and long-term debt. Our Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk, and the market value of its investments. Thus, our Company’s exposure to market risk is a function of its investing and borrowing activities as well as revenue-generating and operating activities in foreign currencies." A. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our Company’s exposure to the risk of changes in market interest rates relates primarily to our Company’s debt obligations with floating interest rates. The interest rate risk arises due to uncertainties about the future market interest rate of these borrowings. Our Company has following variable and fixed interest rate borrowings as at end of reporting periods: Particulars As at September As at March As at March As at March 30, 2025 31, 2025 31, 2024 31, 2023 Financial liability Fixed rate borrowings - 9.68 46.72 123.37 Variable rate borrowings 188.68 175.77 38.37 94.66 393Particulars As at September As at March As at March As at March 30, 2025 31, 2025 31, 2024 31, 2023 Total Borrowing 188.68 185.45 85.09 218.03 Interest rate sensitivity – variable rate instruments The sensitivity analysis below have been determined based on the exposure to interest rates for financial instruments at the end of the reporting year and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /(decreased) profit /loss by the amounts as under: Particulars Profit or loss 100 basis point increase 100 basis point decrease As at September 30, 2025 (1.89) 1.89 As at March 31, 2025 (1.76) 1.76 As at March 31, 2024 (0.38) 0.38 As at March 31, 2023 (0.95) 0.95 B. Currency risk The fluctuation in foreign currency exchange rates may have potential impact on the income statement, statement of comprehensive income, balance sheet, statement of changes in equity and statement of cash flows where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency. The summary quantitative data about our Company’s unhedged exposure to currency risk as reported to the management is as follows. Particulars As at September As at March 31, As at March 31, As at March 31, 30, 2025 2025 2024 2023 Foreign currency payables: USD 251.57 66.67 98.26 63.76 JPY 34.13 - - - Foreign currency receivables: USD 3.87 - - - Change in USD rate (Net) Impact on profit before tax due to increase of 5.00% (12.38) (3.33) (4.91) (3.19) Impact on profit before tax due to decrease of 5.00% 12.38 3.33 4.91 3.19 Change in JPY rate (net) Impact on profit before tax due to increase of 5.00% (1.71) - - - Impact on profit before tax due to decrease of 5.00% 1.71 - - - C. Price Risk The price risk arises due to uncertainties about the future market values of these investments. Since our Company does not have any investment in mutual fund or equity investment our Company is not exposed to any significant price risk. 2) 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. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets. A. Trade receivables Customer credit risk is managed subject to our Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit review and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. At the year end our Company does not have any material concentrations of bad debt risk. An impairment analysis is performed at each reporting date on an individual basis for major clients. The calculation is based on historical data. Our Company does not hold collateral as security. Our Company evaluates the concentration of risk with 394respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets. Most of the sales are made to government customers. For private customers, our Company evaluates the creditworthiness based on publicly available financial information and our Company historical experiences. Our Company’s major customers includes public sector undertakings. Accordingly, our Company’s customer credit risk is low. Our Company exposure to its counterparties are continuously reviewed and monitored by the Chief Operating Decision Maker (CODM) being the Board of Directors (Board). Credit period varies as per the contractual terms with the customers. Company doesn’t have financing component in the contracts with customers. Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of our Company’s performance to developments affecting a particular industry. Our Company is a manufacturer of railway equipments, and one customer of our Company individually accounted for more than 70% of the outstanding trade receivable as at September 30, 2025 (March 31, 2025: One customer, March 31, 2024 : One customer, and March 31, 2023 : One customer). Expected credit loss under simplified approach for trade receivables: Particulars As at September As at March As at March As at March 30, 2025 31, 2025 31, 2024 31, 2023 Ageing of gross carrying amount Unbilled Revenue 20.29 - - - Less than 6 months 202.50 275.99 283.60 179.45 6 months -1 Year 10.23 34.11 4.38 18.28 1 - 2 Years 4.17 2.56 3.70 1.23 2 - 3 Years - 0.17 - 1.71 More than 3 years 0.56 - 0.12 0.41 Gross carrying value 237.75 312.83 291.80 201.08 Expected credit loss: - - - - Net carrying value 237.75 312.83 291.80 201.08 B. Financial instruments and cash deposits Credit risk is limited as our Company generally invests in deposits with banks with high credit rating assigned by international and domestic credit rating agencies. Counter party credit limits are reviewed by our Company periodically and the limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payment. 3) Liquidity risk Liquidity risk is the risk that our Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial assets. Our Company’s financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our Company’s reputation. Our Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an ongoing basis to meet operational needs. Any short-term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required), and any excess is invested in interest- bearing term deposits with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities. The following table shows the maturity analysis of our Company’s financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023: Maturity profile of financial liabilities Particulars Contractual cash flows: Less than 12 1 to 5 years > 5 years Total months As at September 30, 2025 Leases (Non-current) - 152.26 15.55 167.81 Leases (current) 93.51 - - 93.51 Borrowings (current) 188.68 - - 188.68 395Particulars Contractual cash flows: Less than 12 1 to 5 years > 5 years Total months Trade payables (current) 442.75 - - 442.75 O ther financial liabilities (current) 47.80 - - 47.80 772.74 152.26 15.55 940.55 As at March 31, 2025 Borrowings (Non-current) - 1.91 - 1.91 Borrowings (current) 183.54 - - 183.54 Trade payables (current) 296.94 - - 296.94 O ther financial liabilities (current) 9.57 - - 9.57 490.05 1.91 - 491.96 As at March 31, 2024 Borrowings (Non-current) - 21.68 - 21.68 Borrowings (current) 63.40 - - 63.40 Trade payables (current) 373.93 - - 373.93 O ther financial liabilities (current) 9.11 - - 9.11 446.44 21.68 - 468.12 As at March 31, 2023 Borrowings (Non-current) - 67.62 - 67.62 Borrowings (current) 150.41 - - 150.41 Trade payables (current) 267.62 - - 267.62 O ther financial liabilities (current) 8.31 - - 8.31 426.34 67.62 - 493.96 Change in accounting policies Other than as disclosed in the Restated Consolidated Financial Information, there have been no changes in accounting policies for the six months period ended September 30, 2025 and the Fiscals 2025, 2024 and 2023. Segment Reporting Our business activity primarily falls within a single reportable segment, i.e., rail equipments manufacturing and we do not follow any segment reporting. Significant Economic Changes Other than as described above under the heading titled “Significant Factors Affecting Our Results Of Operations And Financial Condition,” to the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations. Extent to which material increases in net sales or revenue from operations due to increased sales volume, introduction of new products or services or increased sales prices Other than as described above under the heading titled “Significant Factors Affecting Our Results Of Operations And Financial Condition,” to the knowledge of our management, there are no material increases in net sales or revenue from operations due to increased sales volume, introduction of new products or services or increased sales prices. Unusual or Infrequent Events of Transactions Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as “unusual” or “infrequent”. Known Trends or Uncertainties Our business has been affected, and we expect will continue to be affected by the trends identified above in the heading titled “-Significant Factors Affecting Our Results Of Operations And Financial Condition” on page 369 and the uncertainties described in the section titled “Risk Factors” beginning on page 18. To our knowledge, except as described or anticipated in this Draft Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations. Future Relationship Between Cost and Income 396Other than as described in this Draft Red Herring Prospectus, to the knowledge of our management, there are no known factors that might affect the future relationship between costs and revenues. New products, Services or Business Verticals Other than as described in “Our Business” on page 214, there are no new offerings or business verticals in which we operate. Suppliers or Customer Concentration We are dependent on major customers or suppliers for a significant portion of our revenue. For details, please refer to the discussions of our suppliers and customers in “Risk Factors” and “Our Business” on pages 18 and 214, respectively. Seasonality of Business Given the nature of our business operations, our business is not seasonal in nature. Competitive Conditions We operate in a competitive environment. See “Our Business”, “Industry Overview” and “Risk Factors” on pages 214, 131 and 18, respectively, for further information on competitive conditions that we face. Reservations, Qualifications and Adverse Remarks Included by Auditors There are no reservations, qualifications and adverse remarks included by the Statutory Auditors in the Restated Consolidated Financial Information. For more details please see “Risk Factors - Our Statutory Auditors have included remarks in the annexure to the auditors’ report issued on the audited financial statements for Fiscals 2025, 2024 and 2023 which do not require any corrective adjustments in the Restated Consolidated Financial Information. We cannot assure you that any similar remarks will not form part of our financial statements for the future fiscal periods, which could have an adverse effect on our reputation, the trading price of the Equity Shares, results of operations, cash flows and financial condition” on page 49. Significant Developments after September 30, 2025 Except as disclosed below and elsewhere in this Draft Red Herring Prospectus, 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: (1) The Government of India has notified the Code on Social Security, 2020, which consolidates and amends various social security laws i.e. provident fund, gratuity, ESIC, etc., effective November 21, 2025, along with the related rules. (2) On October 24, 2025, the Board of Directors of our Company approved the creation of an ESOP pool of 255,336 options under the Pioneer Fil-Med Employee Stock Option Plan 2025. (3) Our Company incorporated a wholly owned subsidiary, Pioneer Gearbox Private Limited, on January 22, 2026, under the Companies Act, 2013, pursuant to a certificate of incorporation issued by the RoC. Our Company has made investment of ₹ 0.1 million in the equity share capital of the said subsidiary. 397CAPITALISATION STATEMENT The following table sets forth our Company’s capitalization as at three months period ended September 30, 2025, on the basis of amounts derived from the Restated Consolidated Financial Information and as adjusted for the Offer. This table should be read in conjunction with the sections “Management’s Discussion and Analysis of Financial Position and Results of Operations”, “Restated Consolidated Financial Information” and “Risk Factors” on pages 367, 284 and 18, respectively. (₹ in million, except ratios) Particulars Pre-Offer (as of Post Offer* September 30, 2025) Equity share capital 255.34 [●] Other equity 1,364.28 [●] Non-controlling Interest 284.22 [●] Total equity (A) 1,903.84 [●] Current borrowings (including interest on current borrowings) 188.68 [●] Non-current borrowings (including current maturity and interest accrued and due - [●] on non-current borrowings) Total borrowings (B) 188.68 [●] Total (A+B) 2,092.52 [●] Non-current borrowings (including current maturity and interest accrued - [●] and due on non-current borrowings)/Total Equity ratio Total borrowings/ Total equity ratio 0.10 [●] Notes: As certified by our Statutory Auditors, pursuant to their certificate dated March 29, 2026. * These amounts (as adjusted for the Offer) are not determinable at this stage pending the completion of the book building process and hence have not been provided in the statement above. To be updated upon finalisation of the Offer Price. 1) These terms shall carry the meaning as per Schedule III of the Companies Act, 2013. 398FINANCIAL INDEBTEDNESS Our Company and our Subsidiaries avail credit facilities in the ordinary course of business for the purposes of inter alia working capital and other business requirements. These credit facilities include, inter alia, secured and unsecured overdraft facilities and bank guarantees and secured term loans. Our Board is empowered to borrow money in accordance with Sections 179 and 180 of the Companies Act and our Articles of Association. For details regarding the borrowing powers of our Board, see “Our Management-Borrowing Powers” on page 260. The details of aggregate outstanding borrowings of our Company and our Subsidiaries as on January 31, 2026 are set forth below: Category of Borrowing Sanctioned Amount as on Amount outstanding as on January 31, 2026 January 31, 2026 (Amounts in Millions) (Amounts in Millions) Secured Loan Fund based facilities Loan against property - - Vehicle Loan - - Purchase Order Funding - - Cash Credit(1) 310.00 232.28 Overdraft Against Fixed Deposit 680.00 595.02 Non-convertible Debentures - - Term Loan 305.00 - Non-fund based facilities Bank Guarantee 70.00(2)(4) 295.48(5) Letter of Credit 630.00(3)(4) 233.65 Unsecured Loan - - Total borrowings 1,995.00 1,356.43 (1) Our Company also has working capital demand loan limit of ₹ 110.00 million as sub-limit of under its existing cash credit limits, which has nil outstanding as on January 31, 2026. (2) Other than the above-mentioned sanctioned limits of bank guarantee, our Company also has bank guarantee limit of ₹ 90.00 million as sub-limit under its existing cash credit limits and ₹ 630.00 million as sub-limit under its existing letter of credit limits. (3) Other than the above-mentioned sanctioned limits of letter of credit, our Company also has letter of credit limit of 90.00 million as sub-limit under its existing cash credit, ₹ 300.00 million as sub-limit under its existing term loan limits, and ₹ 70.00 million as sub-limit under its existing bank guarantee limits. (4) Sanctioned cash credit limit of ₹ 180.00 million can be interchangeably utilized towards availing bank guarantees and letter of credit. (5) The outstanding amount is higher than the sanctioned limit of the individual facility, as the sub-limit/interchangeable limits under some other facilities has been utilized. For further details of our outstanding borrowings as on January 31, 2026, March 31, 2025, March 31, 2024 and March 31, 2023, see “Restated Consolidated Financial Information” on page 284. In relation to the Offer, we have obtained the necessary consents from the lenders, required under the relevant loan documentation, for undertaking activities in relation to the Offer and in connection thereto. Principal terms of the borrowings currently availed by us: Brief details of the terms of our various borrowing arrangements are provided below and there may be similar/ additional terms, conditions and requirements under the borrowing arrangements entered into by us with our lenders: 1. Interest: The working capital facilities and overdrafts against fixed deposits availed by our Company and our Subsidiaries typically have floating rates of interest linked to a base rate as specified by the lender. The interest rate applicable for term loans is linked to the repo rate and an additional 2.50% p.a. and is payable at monthly intervals. 2. Tenor: The tenor of the working capital facilities availed by our Company are typically for the period of a year and are subject to annual review and renewal by the relevant lender. The tenure of the term loan facility is sixty months. 3. Security: The borrowings availed by us are secured by, inter alia, the following: (a) Corporate / personal guarantees; charge and hypothecation of moveable and immovable assets (present and future); mortgage on certain immovable properties (present and future); (b) Exclusive charge on current assets of our Company in line with other working capital lenders; (c) Exclusive charge on all receivables and stock of our Company; and 399(d) creating a negative lien on our Company’s properties. There may be additional requirements for creation of security under the various borrowing arrangements entered into by us. 4. Re-payment: The borrowings availed by us are typically repayable on demand or on their respective due dates within the maximum tenure. The term loans availed by us are typically repayable in structured instalments, as per the repayment schedule stipulated in the relevant loan documentation. 5. Pre-payment: Our borrowing arrangements typically have pre-payment provisions which allow for prepayment of the outstanding amount, subject to the conditions specified in the borrowing arrangements and in certain cases stipulate prepayment charges. 6. Restrictive Covenants: Certain of our borrowing arrangements provide for covenants restricting certain corporate actions, and we are required to take the prior approval of the lender before carrying out such activities. For instance, certain corporate actions for which we require the prior written consent from the relevant lender include: (a) effecting any change in ownership, control, management and constitution of our Company; (b) effecting any changes to the capital structure or shareholding pattern and key managerial personnel; (c) entering into any merger, amalgamation, reorganisation or formulating any scheme of reconstruction, or compromise with the creditors; (d) making any amendment to the constitutional documents; (e) undertake any expansion or invest in any other entity or change the general nature of business; (f) declaring or paying dividend; or (g) dispose of the majority of our properties and assets. (h) Open any current account with any other bank, without the prior approval of the bank. This is an indicative list and there may be additional terms 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 below. 7. Events of Default: The borrowing arrangements entered into by us with the lenders contain certain instances, occurrence of which may result into ‘event of default’, including: (a) failure or delay in making payment/repayment of any principal amount or interest on the relevant due dates; (b) failure to observe or comply with the terms and conditions, breach of ownership, management, financial or other covenants, breach of representations and warranties under the borrowing arrangements; (c) utilisation of the facilities or any part thereof for purposes other than as sanctioned by the lender; (d) change in ownership, management or control of our Company without prior consent of the lender; (e) any notice or action in relation to actual or threatened liquidation or dissolution or bankruptcy or insolvency against our Company; (f) any change or threat to change the general nature or scope of the business of our Company; (g) change in constitutional documents without prior consent of the lender, which is prejudicial to the interests of the lender; (h) failure to create security within the specified time period under the borrowing arrangements; (i) breach or default under any other agreement involving borrowing of money by our Company; and (j) any circumstance or event which would or is likely to prejudicially or have a material adverse effect in any manner the capacity of our Company to repay any loans or any part thereof. 400This is an indicative list and there may be additional instances that may amount to an event of default under the various borrowing arrangements entered into by us. 8. Consequences of events of default: In terms of our borrowing arrangements, as a consequence of occurrence of events of default, our lenders may: (a) demand immediate repayment and withdraw/cancel the undrawn facility suspend further access/drawdowns, either in whole or in part, of the facility; (b) impose penal interest; (c) invoke the corporate guarantees; (d) appoint a nominee director/observer on the board of directors; (e) issue a notice for conversion of outstanding loan obligations into equity or other securities; (f) enforce their security interest; and (g) disclose details of borrowings and default to regulators/third parties. The above is an indicative list and there may be additional consequences of an event of default under the various borrowing arrangements entered into by us. For further details on the principal terms of our borrowings, see “Restated Consolidated Financial Information” on page 284 and for further details on financial and other covenants required to be complied with in relation to our borrowings, see “Risk Factors – We have incurred indebtedness and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business and financial condition. In addition, certain of our financing agreements involve variable interest rates and an increase in interest rates may adversely affect our results of operations, cash flows and financial condition” on page 38. 401SECTION VII: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as disclosed in this section, there are no pending: (i) criminal proceedings involving our Company, Subsidiaries, Directors, Promoters, (collectively, the “Relevant Parties”), Key Managerial Personnel and Senior Management; (ii) actions taken/ penalties imposed by statutory and/ or regulatory authorities involving the Relevant Parties, Key Managerial Personnel and Senior Management; (iii) disciplinary actions including penalty imposed by SEBI or stock exchanges against the Promoters in the last five financial years preceding this Draft Red Herring Prospectus, including outstanding actions; (iv) claims related to direct and indirect taxes involving the Relevant Parties, in a consolidated manner, giving details of the number of cases and total amount involved in such cases; and (v) other pending litigation / arbitration proceeding involving the Relevant Parties which has been determined to be material pursuant to the Materiality Policy (as disclosed herein below). Further, except as disclosed in this section, there are no pending litigation involving our Group Companies which may have a material impact on our Company in the opinion of our Board. For the purpose of (v) above, our Board in its meeting held on January 29, 2026, has considered and adopted the Materiality Policy for identification of material outstanding litigation involving Relevant Parties. In accordance with the Materiality Policy: (i) all outstanding civil litigation or arbitration proceedings (including claims related to direct and indirect taxes) in which the monetary amount of claim or amount involved in a litigation by or against the Relevant Parties exceeds the lower of (i) 2% of turnover of our Company, based on the Restated Consolidated Financial Information for the preceding financial year; or (ii) 2% of net worth of our Company based on the Restated Consolidated Financial Information as at the end of the preceding financial year , except in case the arithmetic value of the net worth is negative; or (iii) 5% of the average of absolute value of profit or loss after tax of our Company based on the Restated Consolidated Financial Information of the preceding three financial years(“Threshold”); 2% of turnover of our Company, based on the Restated Consolidated Financial Information for Fiscal 2025 is ₹ 65.28 million, 2% of net worth of our Company, based on the Restated Consolidated Financial Information as at March 31, 2025 is ₹ 27.46 million and 5% of the average of absolute value of profit or loss after tax, based on the Restated Consolidated Financial Information for the last three Fiscals is ₹ 13.00 million. Accordingly, ₹ 13.00 million has been considered as the materiality threshold for the purpose of (i) above. (ii) such pending matters which are not quantifiable or do not exceed the monetary threshold, involving the Relevant Parties, whose outcome, in the opinion of our 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 Threshold; (iii) any findings/observations of any inspections by SEBI or any other regulator involving our Company which are material and which need to be disclosed or non-disclosure of which may have bearing on the investment decision. For the purpose of the litigation approach, unless otherwise decided by the Board of Directors of our Company, pre-litigation notices received by any Relevant Party, Key Managerial Personnel or Senior Management 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 Party, Key Managerial Personnel or Senior Management is 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. Further, in accordance with the Materiality Policy, our Company has considered such creditors ‘material’ to whom the amount due is in excess of 5% of the total trade payables of our Company as of the end of the latest financial period covered in the Restated Consolidated Financial Information. The trade payables of our Company as at September 30, 2025, was ₹ 442.75 million based on the Restated Consolidated Financial Information. Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor exceeds ₹ 22.14 million (being 5% of the total trade payables of our Company as on September 30, 2025 based on the Restated Consolidated Financial Information). For outstanding dues to any micro, small or medium enterprise or other creditors, the disclosure will be based on information available with our Company regarding the status of the creditor as defined under Micro, Small and Medium Enterprises Development Act, 2006, as amended read with the rules and notifications thereunder. Unless stated to the contrary, all terms defined in a particular litigation disclosure below are for that particular litigation only. 402A. LITIGATION INVOLVING OUR COMPANY Criminal proceedings by our Company Nil Criminal proceedings against our Company Nil Other material proceedings by our Company Nil Other material proceedings against our Company Nil Actions by statutory or regulatory authorities against our Company Nil Tax proceedings involving our Company Nature of case Number of cases Amount in dispute/demand (in ₹ million) * Direct tax 20 18.24 Indirect tax 5 296.79 Total 25 315.03 *To the extent quantifiable. **This is inclusive of an outstanding processed demand of ₹ 18.06 million related to Tax Deducted at Source (“TDS”) in the assessment year of 2022-2023 which is currently reflected on our Company’s TDS reconciliation analysis and correction enabling system portal, however the Company hasn’t received any demand notice pertaining to the same. Set forth hereunder is a description of the material tax matters involving our Company: 1. Our Company imports machined pistons, cylinder liners and steel cap pistons (“Goods”) as part of its supply agreements with clients. On September 19, 2019, The Directorate of Revenue Intelligence, Zonal unit, Ludhiana (“DRI”) carried out searches at various business premises of our Company and certain imported consignments of Goods were seized by the DRI under Section 110 read with Section 111 of the Customs Act, 1962 (“Act”), based on alleged erroneous misclassification of the same under Chapter 86 instead of Chapter 84 of the Customs Tariff Act, 1975 (“Tariff Act”) to allegedly evade customs duty. Subsequently, our Company received a show cause notice (“SCN”) dated August 11, 2021, from the Deputy Commissioner (“DC”) of Customs at the Office of the Commissioner of Customs, Nhava Sheva-V, Jawaharlal Nehru Customs House, at Raigad Maharashtra alleging deliberate misclassification of the imported consignments to evade customs duty. Our company filed a reply dated December 12, 2023 to the SCN contesting the alleged miss- classification highlighted by the DC in the SCN. However, the Commissioner of Customs at, Nhava Sheva-V, Jawaharlal Nehru Customs House, at Raigad Maharashtra, vide order dated March 26, 2024 (“Order”) directed our Company to pay differential duty amounting to ₹14.79 million under Section 28(8) of the Act, along with applicable interest, penalties amounting to ₹14.79 million and ₹ 2.5 million, and a penalty of ₹ 5 million on Anil Kumar Agarwal, our Managing Director. Our Company, and our Managing Director, Anil Kumar Agarwal have subsequently filed appeals each dated June 25, 2024 against the Order before the Customs, Excise & Service Tax Appellate Tribunal at Mumbai. The matter is currently pending. 2. Our Company and Anil Kumar Agarwal, our Managing Director, received show cause notice (“SCN1”) dated July 23, 2021 from the Office of the Principal Commissioner of Customs (Import), Inland Container Depot, Tughlakabad, New Delhi (“ICD”). Our Company and Anil Kumar Agarwal vide letters dated May 23, 2022 and November 1, 2022 replied to SCN1, contesting the allegations that our Company miss-classified import of Goods under the Tarriff Act to evade custom duties. However, the Principal Commissioner vide order dated September 13, 2023 (“Order”) directed our Company to pay differential customs duty to the amount of ₹ 103.90 million along with interest, redemption amount of ₹ 2.00 million, and penalties amounting to ₹ 115.09 million and ₹ 20.00 million. Additionally, Anil Kumar Agarwal, was mandated to pay penalty amounting to ₹ 11.50 million and ₹ 3.00 million. 403Our Company subsequently filed an appeal dated December 13, 2023 against the Order before the Customs, Excise & Service Tax Appellate Tribunal at New Delhi. The matter is currently pending. 3. Our Company imports parts of railway and tramway locomotive components such as bogies, diesel-bog and wheels and parts thereof (“Goods”). Our Company received a show cause notice (“SCN”) dated August 11, 2023 from the Additional Commissioner of Customs, Chennai (“Customs Office”) alleging that our Company misclassified goods and deliberately availed the old IGST rate of only 5% as against the alleged correct 12% of IGST as was applicable on the import of goods. Our Company subsequently filed a reply to the SCN on October 4, 2023 contesting the alleged misclassification of goods. However, the Additional Commissioner of Customs at Chennai vide order dated July 24, 2024 (“Order”) directed our Company to pay differential duty amounting to ₹ 4.72 million along with interest, redemption payment of ₹ 3.00 million, and a penalty amounting to ₹ 4.72 million along with interest. Our Company subsequently filed an appeal dated September 16, 2024 against the Order before the Commissioner of Customs (Appeals), at Chennai however the Commissioner of Customs vide order dated November 06, 2025 (“Order 1”) rejected our appeal and upheld the Order. Our Company is currently in process of filing an appeal against Order and Order 1 before the Customs, Excise & Service Tax Appellate Tribunal at Chennai. B. LITIGATION INVOLVING OUR SUBSIDIARIES Criminal proceedings by our Subsidiaries Nil Criminal proceedings against our Subsidiaries Nil Other material proceedings by our Subsidiaries 1. Our Subsidiary, Pioneer Rail Equipments Private Limited (“PREPL”) was issued a purchase order on August 10, 2016, by the Banaras Locomotive Works, Indian Railways (“BLW”) for supply of traction alternators. BLW by way of modification advice dated March 21, 2018, amended the clause pertaining to price variation to fixed pricing in violation of the terms of the agreement which did not allow the unilateral modification of the clauses by either party. BLW despite requests from our Company vide letters dated April 20, 2018, June 30, 2018, and September 5, 2018 did not withdraw the amendment, post which PREPL served notice dated April 26, 2019, to BLW by invoking arbitration under Clause 2900 of IRS Conditions of Contract. The arbitral tribunal however vide award dated July 15, 2021 (“Award”) upheld the price variation clause and refused claims of PREPL for unpaid dues on account of escalation of raw materials and price escalation amounting to ₹ 14.89 million. Subsequently, PREPL filed an appeal against the Award before the Commercial Court at Varanasi (“Court”) under Section 34 of the Arbitration and Conciliation Act, 1996. The Court vide its order dated November 8, 2024 set aside the Award on account of its findings that the arbitral tribunal was improperly constituted and that the unilateral amendment of the price variation clause was in violation of public policy of India. The Court allowed PREPL to initiate recovery proceedings post which, PREPL moved the application for mediation by the District Legal services Authority, Varanasi (“DLSA Varanasi”) on July 14, 2025. However, BLW did not appear for the mediation proceedings and accordingly, the DLSA Varanasi, issued a non-starter report in Form 3, dated August 5, 2025. The matter is currently pending. Other material proceedings against our Subsidiaries Nil Actions by statutory or regulatory authorities against our Subsidiaries Nil Tax proceedings involving our Subsidiaries Nature of case Number of cases Amount in dispute/demand (in ₹ million) Direct tax 11 0.50 Indirect tax - - Total 11 0.50 404C. LITIGATION INVOLVING OUR DIRECTORS (Other than our Promoters) Criminal proceedings by our Directors Nil Criminal proceedings against our Directors Nil Other material proceedings by our Directors Nil Other material proceedings against our Directors Nil Actions by statutory or regulatory authorities against our Directors Nil Tax proceedings involving our Directors Nil D. LITIGATION INVOLVING OUR PROMOTERS Criminal proceedings by our Promoters 1. One of our Promoters, Sushil Kumar Jain filed a first information report on March 25, 2016 before the e-Police Station, Kalkaji South-East Delhi, for the theft of his car on March 25, 2016 against the State of Delhi. 2. One of our Promoters, Sushil Kumar Jain ("Complainant") filed a first information report dated March 14, 2009 before the Police Station, Kalkaji, South-East Delhi, under Section 387 of the Indian Penal Code, 1860, in relation to a ransom demand of ₹ 10.00 million made by an unknown person threatening harm to the Complainant's family. The matter is currently pending. Criminal proceedings against our Promoters Nil Other material proceedings by our Promoters Nil Other material proceedings against our Promoters Nil Actions by statutory or regulatory authorities against our Promoters 1. One of our Promoters, Pioneer Facor IT Infradevelopers Private Limited (“Pioneer Facor IT”), filed an intervention application under Section 60 (5) of the Insolvency and Bankruptcy Code, 2016, before the National Company Tribunal, Chandigarh Bench (“NCLT Court”), in the corporate insolvency resolution process of International Mega Food Private Limited. During the proceeding, Pioneer Facor IT along with other members of the consortium submitted a resolution plan ₹ 840 million. The matter is currently pending before the NCLT Court. 2. One of our Promoters, Pioneer Securities Private Limited was granted a licence on November 12, 2002, to operate and carry out functions of a Non-Banking Financial Company ("NBFC"). Reserve Bank of India ("RBI") vide its order dated April 5, 2019 ("Order") revoked the certificate of registration issued to Pioneer Securities Private Limited to operate as an NBFC. Aggrieved by the Order, Pioneer Securities Private Limited filed an appeal to the Appellate Authority, NBFC Registration, BOA-II, Department of Financial Services, Ministry of Finance ("Appellate Authority"). The Appellate Authority by its order dated June 12, 2020 rejected the appeal stating that the appeal was devoid of merits. Subsequently, Pioneer Securities Private Limited filed a writ petition before the High Court of Delhi 405("Court") against the RBI and Union of India for quashing the Order issued by RBI and the order dated June 12, 2020, passed by the Appellate Authority. The matter is pending before the Court. Disciplinary actions including penalties imposed by SEBI or a stock exchange in the last five Fiscals Nil Tax proceedings involving our Promoters Nature of case Number of cases Amount in dispute/demand (in ₹ million)* Direct tax 15 0.37 Indirect tax 3 9.21 Total 18 9.58 *To the extent quantifiable Set forth hereunder is a description of the material tax matter involving our Promoters: Except as disclosed under “-Tax proceedings involving our Company” on page 403, there are no material tax matters involving our Promoters. E. LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL (Other than our Directors) Criminal proceedings by our Key Managerial Personnel Nil Criminal proceedings against our Key Managerial Personnel Nil Actions by statutory or regulatory authorities against our Key Managerial Personnel Nil F. LITIGATION INVOLVING OUR SENIOR MANAGEMENT Criminal proceedings by our Senior Management Nil Criminal proceedings against our Senior Management Nil Actions by statutory or regulatory authorities against our Senior Management Nil G. LITIGATION INVOLVING OUR GROUP COMPANY WHICH MAY HAVE A MATERIAL IMPACT ON OUR COMPANY Nil H. OUTSTANDING DUES TO CREDITORS In accordance with the Materiality Policy, a creditor has been considered ‘material’ if the amount due to such creditor exceeds ₹ 22.14 million, being 5% of the consolidated trade payables of our Company as on September 30, 2025 (“Material Creditor”) as per the Restated Consolidated Financial Information. As of September 30, 2025, outstanding dues to micro, small and medium enterprises and other creditors, on a consolidated basis, is as follows: Sr. No. Type of creditor No. of creditors Amount involved (in ₹ million) 1. Dues to micro, small and medium enterprises** 114 95.56 2. Dues to Material Creditors 2 236.71 406Sr. No. Type of creditor No. of creditors Amount involved (in ₹ million) 3. Dues to other creditors 130 110.48 Total 246 442.75 * As certified by D A R P N and Company, Chartered Accountants by way of their certificate dated March 29, 2026. ** As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended. The details pertaining to outstanding overdues to the Material Creditors as on September 30, 2025 along with names and amounts involved for each such material creditor are available on the website of our Company at https://pioneerfilmed.com/investors. I. MATERIAL DEVELOPMENTS Except as disclosed in “Management Discussion & Analysis – Significant developments after September 30, 2025” on page 397, there have been no material developments, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, any circumstances, which materially and adversely affect, or are likely to affect our trading or profitability of our Company or the value of our assets or our ability to pay our liabilities within the next 12 months. 407GOVERNMENT AND OTHER APPROVALS Our business requires various approvals, consents, licenses, registrations and permits issued by relevant governmental and regulatory authorities of the respective jurisdictions under various rules and regulations. Set out below an indicative list of approvals obtained by our Company and its Material Subsidiary which are considered material and necessary for the purpose of undertaking their respective business activities and operations. Certain approvals, licenses, registrations and permits may expire periodically in the ordinary course and applications for renewal of such expired approvals are submitted in accordance with applicable requirements and procedures. All approvals obtained by our Company and Material Subsidiary are valid as on the date of this Draft Red Herring Prospectus. Pursuant to the conversion of our Company into public limited company, we are also in the process of applying to various regulatory authorities for change in name of the approvals obtained by us, and have also made applications before various authorities for change in the name of our Company, in the Ordinary course of business. Except as disclosed herein, our Company and its Material Subsidiary has obtained all material consents, licenses, registrations, permissions and approvals from the relevant governmental, statutory and regulatory authorities, which are necessary for undertaking their respective business activities and operations. For further details, see “History and Certain Corporate Matters” on page 244. In addition, certain of our material approvals may expire in the ordinary course of business and our Company, as applicable, will make applications to the appropriate authorities for renewal of such key approvals, as necessary. We have also disclosed below (i) the material approvals for which fresh applications/renewal applications have been made by our Company or Material Subsidiary; and (ii) the material approvals for which fresh applications/renewal applications are yet to be made by our Company or Material Subsidiary. For details of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors - Our operations are subject to environmental, health, safety and labour laws and regulations, and any non-compliance with or changes in such laws may adversely affect our business, financial condition, cash flows and results of operations” on page 41. For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and Policies in India” on page 240. For Offer related approvals, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 414, and for incorporation details of our Company, see “History and Certain Corporate Matters – Brief history of our Company” on page 244. A. Material approvals in relation to our Company I. Material labour/employment related approvals 1. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 issued by the Employees’ Provident Fund Organisation. 2. Registration certificate under the Employees’ State Insurance Act, 1948, issued by the Sub-Regional Office, Employees’ State Insurance Corporation. 3. Shops and establishments registration certificates issued by the Department of Labour, Government of the National Capital Territory of Delhi for our Company’s Registered and Corporate Office. 4. Shops and establishments registration certificates issued by the Department of Labour, Government of the National Capital Territory of Delhi for our Company’s property situated at 501-505, 5th Floor, Skyline House, 85, Nehru Place, New Delhi- 10019. 5. Shops and establishments registration certificate issued by the Labour Department of the Government of Tamil Nadu for the property situated at First Floor, New Door No. 6, Old Door No. 14, Mc. Nocholas Road, 4th Lane, Chetpet Town, Egmore Taluk, Chennai, Tamil Nadu - 600031. 6. Shops and establishments registration certificate issued by the Labour Department of the Government of Tamil Nadu for the property situated at 96, Greeta Tech Park, Perungudi Dumping Ground, Perungudi Town, Sholinganallur Taluk, Kancheepuram District, Tamil Nadu, 600069. 7. Shops and establishments registration certificate issued by the Labour Department of the Government of Uttar Pradesh for the property situated at A 45-50, Sector 16, Noida, Gautumbuddha Nagar – 201301. II. Material tax related approvals 1. Permanent account number AAACP9963C issued by the Income Tax Department under the Income- tax Act, 1961 (“IT Act”). 4082. Tax deduction account number DELP09025C, issued by the Income Tax Department, Government of India. 3. Goods and services tax registration certificates issued by the State Governments for GST payment in the states/union territories where our business operations are situated. The GST identification number for Delhi, where our Registered and Corporate Office is located is 07AAACP9963C1ZB. III. Material approvals in relation to the business activities of our Company 1. Factory license issued by the Chief Inspector of Factories, Haryana under the Factories Act, 1948 for our Manesar Facility. 2. Factory license issued by the Chief Inspector of Factories, Haryana under the Factories Act, 1948 for Bawal Facility-I. 3. Consent to establish issued by the Haryana State Pollution Control Board, under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981 for our Manesar Facility. 4. Consent to operate issued by the Haryana State Pollution Control Board, under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981 for our Manesar Facility. 5. Importer-Exporter Code from the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India. 6. Occupation certificate issued by the Haryana State Industrial Development Corporation Limited for our Manesar Facility. IV. Material approvals or renewals applied for but not received 1. Our Company has filed an application dated October 23, 2025 before the Assistant Divisional Fire Officer/ Fire Station Officer, Fire Station Rewari, under the National Building Code of India in relation to fire safety certificate to be issued for Bawal Facility-I. 2. Our Company has filed an application dated March 17, 2026 before the Municipal Corporation of Gurgaon, in relation to fire safety certificate to be issued for our Manesar Facility. 3. Our Company has filed an application dated March 20, 2026 before the Gujarat Labour Department in relation to a shops and establishments registration certificate, for the property situated at 405, Shourya Icon, Narol Vatva Turning, Narol Ahmedabad- 382405. V. Material approvals for which fresh applications/renewal applications are yet to be made As on the date of this Draft Red Herring Prospectus, there are no material approvals applied for, including renewal applications, that are yet to be made by our Company. For approvals in relation to objects of the offer, please refer to “Objects of the Offer- Details of objects of the Offer to be funded from Fresh Issue proceeds- 1. Part financing the cost of establishing a gear box manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India- Government Approvals” and “Objects of the Offer- Details of objects of the Offer to be funded from Fresh Issue proceeds- 2. Part financing the cost of establishing a wind generator components manufacturing facility at Salarpur, Bhiwadi, Rajasthan, India- Government Approvals” on pages 100 and 105, respectively. B. Material approvals in relation to our Material Subsidiary I. Material labour/ employment related approvals 1. Registration certificate under the Employees’ State Insurance Act, 1948, issued by the Sub-Regional Office, Employees’ State Insurance Corporation. 2. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 issued by the Employees’ Provident Fund Organisation. 4093. Shops and establishments registration certificate issued by the Department of Labour, Government of the National Capital Territory of Delhi for its registered office located at 502 Padma Palace, 86 Nehru Place, New Delhi India, 110019. II. Material tax related approvals 1. Permanent account number AAGCC0359P issued by the Income Tax Department under the IT Act. 2. Tax deduction account number DELC15140G, issued by the Income Tax Department, Government of India. 3. Goods and services tax registration certificate issued by the State Government of Haryana. The GST identification number for Delhi, where our registered office is located is 6AAGCC0359P1ZD III. Material approvals in relation to the business activities 1. Factory license issued by the Chief Inspector of Factories, Haryana under the Factories Act, 1948 for Bawal Facility-II. 2. Fire safety certificate issued by the Assistant Divisional Fire Officer/ Fire Station Officer, Fire Station Rewari, under the National Building Code of India, Part-IV guidelines for Bawal Facility-II. 3. Consent to operate issued by the Haryana Pollution Control Board, under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981 for Bawal Facility-II. 4. Importer-Exporter Code from the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India. 5. Electrical Inspection Certificate issued by the Executive Engineer, Electrical Inspectorate, Haryana under the Central Electricity Authority (Measures Relating to Safety and Electric Supply) Regulations, 2010. IV. Material approvals or renewals applied for but not received As on the date of this Draft Red Herring Prospectus, there are no material approvals applied for, including renewal applications, that have not been received by our Material Subsidiary. V. Material approvals for which fresh applications/renewal applications are yet to be made As on the date of this Draft Red Herring Prospectus, there are no material approvals, including renewal applications, that are yet to be made by our Material Subsidiary C. Intellectual property related approvals For details of the intellectual property held by us, see “Our Business –Intellectual Property” on page 237 and for risks associated with our intellectual property, see “Risk Factors- We have made a trademark application for our logo on March 28, 2026, and our ability to procure the registration of the same or to protect any of our intellectual property rights including misappropriation, infringement, or passing off of our intellectual property, could have an adverse impact on our business” on page 25. 410SECTION VIII: GROUP COMPANY In terms of the SEBI ICDR Regulations, the term “group companies”, includes (i) such companies (other than promoter(s) and subsidiaries) with which there were related party transactions during the period for which financial information is disclosed, as covered under applicable accounting standards, and (ii) any other companies considered material by the board of directors of the relevant issuer company. With respect to (ii) above, our Board in its meeting held on January 29, 2026 and adopted the Materiality Policy, pursuant to which all companies (other than the Subsidiaries, and the companies categorized under (i) above) shall be considered ‘material’ and will be disclosed as a Group Company in the Offer Documents if such company is a member of the ‘Promoter Group’ of our Company 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 or relevant stub period, if applicable, for which Restated Consolidated Financial Information are being included, which individually or cumulatively in value exceeds 10% of the total consolidated revenue from operations of our Company for the last completed Fiscal or stub period, if applicable as per the Restated Consolidated Financial Information. Based on the above, our board has identified Ankita Agro and Food Processing Private Limited, Aztech India Private Limited, Solarworld Energy Solutions Limited, Pioneer Global Enterprises Private Limited, Pioneer E Services Private Limited, Pioneer Eserve Private Limited and CRRC Yongji Electric Co. Ltd as our Group Companies: In terms of the SEBI ICDR Regulations, the following information based on the audited financial statements for the last three financial years applicable to our top five Group Companies shall be hosted on the website of our Company or respective group Company, as applicable: • reserves (excluding revaluation reserve); • sales; • profit after tax; • earnings per share; • diluted earnings per share; and • net asset value. (“Certain Financial Information”) Our Company is providing link to the website solely to comply with the requirements specified under the SEBI ICDR Regulations. Such financial information of our top five Group Companies and other information provided on such website does not constitute a part of this Draft Red Herring Prospectus. In accordance with the SEBI ICDR Regulations, details of Group Companies are set out below. Details of our top five Group Companies The details of our top five Group Companies are provided below: 1. Solarworld Energy Solutions Limited Registered office The registered office of Solarworld Energy Solutions Limited is situated at 501, Padma Palace, 86, Nehru Place New Delhi – 110019, Delhi. Financial information Certain Financial Information derived from the audited financial statements of Solarworld Energy Solutions Limited for the last three financial years applicable to it are available at https://worldsolar.in/. 2. CRRC Yongji Electric Co. Ltd. Registered office The registered office of CRRC Yongji Electric Co. Ltd. is situated at No.18 Dianji Street, Yongji City, Shanxi Province, P. R. China. 411Financial information Certain Financial Information derived from the audited financial statements of CRCC Yongji Electric Co. Ltd. for the last three financial years applicable to it are available at https://pioneerfilmed.com/investors 3. Ankita Agro and Food Processing Private Limited Registered office The registered office of Ankita Agro and Food Processing Private Limited is situated at 501-505, Padma Palace 86, Nehru Place, New Delhi – 110019, Delhi. Financial information Certain Financial Information derived from the audited financial statements of Ankita Agro and Food Processing Private Limited for the last three financial years applicable to it are available at https://pioneerfilmed.com/investors. 4. Pioneer Eserve Private Limited Registered office The registered office of Pioneer Eserve Private Limited is situated at 504 Padma Palace, 86 Nehru Place, New Delhi, Delhi, India - 110019. Financial information Certain Financial Information derived from the audited financial statements of Pioneer Eserve Private Limited for the last three financial years applicable to it are available at https://pioneerfilmed.com/investors. 5. Pioneer E-Services Private Limited Registered office The registered office of Pioneer E-Services Private Limited is situated at 504 Padma Palace, 86 Nehru Place, New Delhi, Delhi, India - 110019. Financial information Certain Financial Information derived from the audited financial statements of Pioneer E-Services Private Limited for the last three financial years applicable to it are available at https://pioneerfilmed.com/investors. Details of other Group Companies The details of our other Group Companies are provided below: 1. Pioneer Global Enterprises Private Limited Registered office The registered office of Pioneer Global Enterprises Private Limited is situated at 5th Floor Padma Place, 86 Nehru Place New Delhi – 110019, Delhi. 2. Aztech India Private Limited Registered office The registered office of Aztech India Private Limited is situated at 501, Skyline House 85, Nehru Place, South Delhi, New Delhi, Delhi, India, 110019. Common Pursuits Our Group Companies are not engaged in the similar line of business as that of our Company and our Subsidiaries, thereby resulting in no common pursuits amongst our Group Companies, our Company and our Subsidiaries. There is no conflict of interest amongst our Group Companies, our Company and our Subsidiaries. Our Company and our Subsidiaries have adopted the necessary procedures and practices as permitted by law to address instances of conflict. 412Related business transactions with our Group Companies and significance on the financial performance of our Company Other than disclosed in “Restated Consolidated Financial Information – Note 36. Related party disclosure” on page 337, there are no other related business transactions between our Group Companies and our Company which are significant to the financial performance of our Company. Nature and extent of interest of our Group Companies a) Business Interests Except in the ordinary course of business and as disclosed in “Restated Consolidated Financial Information – Note 36. Related party disclosure” on page 337, our Group Companies have no business interests in our Company. b) In the promotion of our Company Our Group Companies do not have any interest in the promotion of our Company. c) In the properties acquired by us in the three years preceding this Draft Red Herring Prospectus or proposed to be acquired by our Company Our Group Companies are not interested, directly or indirectly, in the properties acquired by our Company in the three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company. d) In transactions for acquisition of land, construction of building and supply of machinery Our Group Companies are not interested, directly or indirectly, in any transactions for acquisition of land, construction of building, supply of machinery, with our Company. Other confirmations Except as disclosed below, none of our Group Companies have its securities listed on any stock exchange: Sr. No. Group Company Listed Securities Year of Listing 1. Solarworld Energy Solutions Limited Equity shares listed on BSE and NSE 2025 Except for Solarworld Energy Solutions Limited, none of our Group Companies has undertaken any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus. 413SECTION IX: OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer The Offer has been authorised pursuant to the resolution passed by our Board dated January 29, 2026, and the Fresh Issue has been authorized by a special resolution of our Shareholders dated February 2, 2026. Further, our Board has taken on record the consent and authorisation of the Selling Shareholders to participate in the Offer for Sale pursuant to a resolution dated March 9, 2026. The Selling Shareholders have confirmed and approved their participation in the Offer for Sale in relation to the Offered Shares. For further details, see “The Offer” on page 61. This Draft Red Herring Prospectus has been approved by our Board, pursuant to a resolution March 29, 2026 for filing with SEBI and the Stock Exchanges. In-principle listing approvals Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. Prohibition by SEBI, the RBI or other Governmental Authorities Our Company, our Subsidiaries, our Directors, our Promoters (the persons in control of our Company and the persons in control of our Corporate Promoter and our Promoter Trust) and the members of the Promoter Group are not prohibited from accessing the capital markets and have not been debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other authority/court. Each of the Selling Shareholders severally and not jointly confirm, that it is not prohibited from accessing the capital market or debarred from buying, selling, or dealing in securities under any order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority/court. None of the companies with which our Promoter and Directors are associated with as promoters, directors or persons in control have been debarred from accessing capital markets under any order or direction passed by SEBI or any other authorities. None of our Company, Promoters or Directors have been declared as Wilful Defaulters or Fraudulent Borrowers. None of our Promoters or Directors have been declared as Fugitive Economic Offenders. Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 Each of our Company, our Promoters, the members of the Promoter Group and each of the Selling Shareholders severally and not jointly, confirms that, as on the date of this Draft Red Herring Prospectus, it is in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to them. Directors associated with the securities market None of our Directors are, in any manner, associated with the securities market. Further, there are no outstanding action(s) initiated by SEBI against the Directors of our Company in the five years preceding the date of this Draft Red Herring Prospectus. Eligibility for the Offer Our Company is eligible for the Offer in accordance with 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 ₹ 30.00 million, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each), i.e., as at and for the Financial Years 2025, 2024 and 2023, of which not more than 50% of the net tangible assets are held as monetary assets; • Our Company has an average operating profit of at least ₹150.00 million, calculated on a restated and consolidated basis, during the preceding three years (of 12 months each), i.e., as at and for the Financial Years 2025, 2024 and 2023, with operating profit in each of these preceding three years; • Our Company has a net worth of at least ₹10.00 million in each of the preceding three full years (of 12 months each), i.e., as at and for the Financial Years 2025, 2024 and 2023, calculated on a restated and consolidated basis; and 414• Our Company has not changed its name in the last one year immediately preceding the date of filing of this Draft Red Herring Prospectus Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, operating profits and net worth, derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus as at, and for the last three Fiscals are set forth below: (in ₹ million, unless otherwise stated) Description As at March 31 2025 2024 2023 Net tangible assets, as restated (1) (₹ in million) (1) 1,644.51 1,243.00 962.27 Monetary assets, as restated (2) (₹ in million) 298.94 41.53 111.08 Monetary assets as a percentage of net tangible assets, as restated (in %) 18.18% 3.34% 11.54% Operating profit, as restated(3) 533.93 348.17 45.62 Average operating profit 309.24 Net-worth, as restated(4) 1,372.79 1,002.88 773.61 Notes: (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, goodwill arising on acquisition as per Ind AS 28 and Ind AS 103, right-of-use assets and lease liabilities as per Ind AS 116, 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 the 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) (excluding fixed deposits marked against lien). (3) ‘Operating Profit’ has been calculated as profit before share of profit of joint venture and tax add finance cost and less other income. (4) ‘Net worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account , after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation . Our Company has operating profits in each of the Fiscals 2025, 2024 and 2023 in terms of our Restated Consolidated Financial Information, as indicated in the table above. Each of the Selling Shareholders has severally and not jointly confirmed its compliance with Regulation 8 of the SEBI ICDR Regulations and approved its participation in the Offer for Sale in relation to its portion of the Offered Shares for a period of at least one year prior to the date of filing of this Draft Red Herring Prospectus. Further, our Company confirms that it eligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, fulfils requirements set out in Regulation 7(1) of the SEBI ICDR Regulations and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations are as follows: (a) none of our Company, our Promoters, members of our Promoter Group, our Directors or the Selling Shareholders are debarred from accessing the capital markets by SEBI. (b) none of our Promoters or Directors are promoters or directors of companies which are debarred from accessing the capital markets by SEBI. (c) none of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower. (d) neither our Promoters nor any of our Directors are a fugitive economic offender (in accordance with Section 12 of the Fugitive Economic Offenders Act, 2018). (e) There are no outstanding convertible securities of our Company or any other right which would entitle any person with any option to receive Equity Shares of our Company as on the date of filing of this Draft Red Herring Prospectus. (f) our Company along with Registrar to the Offer has entered into tripartite agreements with NSDL and CDSL, dated July 9, 2025, and July 4, 2025, respectively, for dematerialization of the Equity Shares. (g) the Equity Shares of our Company held by our Promoters members of the Promoter Group, Directors, Key Managerial Personnel, members of Senior Management, employees, QIBs, and entities regulated by the financial sector regulators (as defined under the SEBI ICDR Regulations), to the extent applicable, are in dematerialized form. (h) all the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares outstanding as on the date of filing of this Draft Red Herring Prospectus. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will be refunded forthwith. 415In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, and our Company shall be liable to pay interest on the application money in accordance with applicable laws. DISCLAIMER CLAUSE OF SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BRLMs, BEING NUVAMA WEALTH MANAGEMENT LIMITED, AND EQUIRUS CAPITAL PRIVATE LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS AND THE SELLING SHAREHOLDERS ARE RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM IN THIS DRAFT RED HERRING PROSPECTUS IN RELATION TO THEMSELVES FOR THE RESPECTIVE PORTION OF THE EQUITY SHARES BEING OFFERED BY THEM IN THE OFFER FOR SALE, THE BRLMs ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND EACH OF THE COMPANY AND EACH OF THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMs HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED MARCH 29, 2026 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 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY 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 BRLMs, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring Prospectus and the Prospectus, as applicable, with the RoC in terms of the Companies Act. Disclaimer from our Company, our Directors, the Selling Shareholders and the BRLMs Our Company, the Directors, the Selling Shareholders and the BRLMs 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 https://pioneerfilmed.com/, or the respective websites of our Subsidiaries or of any of the Group Companies or of any of the Selling Shareholders, would be doing so at his or her own risk. Each of the Selling Shareholders, severally and not jointly, is providing information in this Draft Red Herring Prospectus only in relation to itself as a selling shareholder and its respective portion of the Offered Shares, and each of the Selling Shareholders, including its directors, partners, affiliates, associates and officers, accepts and/or undertakes no responsibility for any statements made or undertakings provided, including without limitation, any statement made by or in relation to our Company or its business, other than those specifically undertaken or confirmed by it as a selling shareholder, in relation to itself and its portion of the Offered Shares in this Draft Red Herring Prospectus. The BRLMs 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 shall be made available by our Company, the Selling Shareholders (to the extent the information pertains to such Selling Shareholder and its portion of Offered Shares) and the BRLMs 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. 416Neither our Company nor the Selling Shareholders or any member of the Syndicate is liable for any failure in uploading the Bids due to faults in any software/ hardware system or otherwise; the blocking of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Bank(s) on account of any errors, omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, Underwriters and their respective directors, partners, designated partners, officers, 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, Underwriters and their respective directors, partners, designated partners, officers, agents, affiliates, employees and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for, our Company, each of the Selling Shareholders and their respective group company, 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, the Selling Shareholders and their respective group company, affiliates or associates or third parties, for which they have received, and may in the future receive, compensation. Disclaimer in respect of jurisdiction Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in New Delhi only. This Offer is being made in India to persons resident in India who are competent to contract under the Indian Contract Act, 1872, as amended, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered under 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, cooperative banks (subject to permission from RBI) or systemically important NBFCs or trusts under applicable trust law and who are authorised under their respective constitutions to hold and invest in equity shares, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, multilateral and bilateral development financial institutions, state industrial development corporations, insurance companies registered with IRDAI, provident funds (subject to applicable law) and pension funds with minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund, 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, GoI, and permitted Non-Residents including FPIs and Eligible NRIs, QIBs, AIFs, FVCIs 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, however, constitute an offer to sell or an invitation to subscribe to Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. This Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares offered in the Offer in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares offered in the Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with the SEBI for its observations. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor the offer of the Offered Shares shall, under any circumstances, create any implication that there has been no change in the affairs of our Company or the Selling Shareholders since the date of this Draft Red Herring Prospectus or that the information contained herein is correct as of any time subsequent to this date. 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. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India. Eligibility and Transfer Restrictions No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India. 417The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in ‘offshore transactions’ in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any off – shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with applicable laws. Eligible Investors The Equity Shares are being offered and sold: i. only outside the United States in ‘offshore transactions’ in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made; and in each case who are deemed to have made the representations set forth immediately below. Our Company, the Selling Shareholders, the BRLMs and their affiliates, and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any offshore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with applicable laws. Disclaimer clause of BSE Limited As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to the RoC filing. Disclaimer clause of National Stock Exchange of India Limited As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to the RoC filing. Listing The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission to deal in and for an official quotation of the Equity Shares being offered and transferred in the Offer and [●] will be the Designated Stock Exchange, with which the Basis of Allotment will be finalised for the Offer. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/Offer Closing Date or such period as may be prescribed by SEBI. 418The Company shall refund the money raised in the Offer, together with any interest on such money as required under applicable laws, to the Bidders if required to do so for any reason under applicable laws, including due to failure to obtain listing or trading approval or pursuant to any direction or order of SEBI or any other governmental authority. Each Selling Shareholder shall be, severally and not jointly, liable to refund money raised in the Offer, only to the extent of its Offered Shares, together with any interest on such amount as per applicable laws. Provided that the Selling Shareholders shall not be liable or responsible to pay such interest unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. Each of the Selling Shareholders, severally and not jointly, undertake to provide such reasonable support, information and documentation in relation to itself and extend reasonable cooperation as may be required by our Company, as required under Applicable Law in relation to their respective Offered Shares, to facilitate the process of listing the Equity Shares on the Stock Exchanges. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by our Company, on behalf of any of the Selling Shareholders, will be adjusted or reimbursed by the Selling Shareholders to our Company, as agreed among our Company and the Selling Shareholders in writing, in accordance with the Offer Agreement and Applicable Law. Consents Consents in writing of each of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, legal counsel to our Company, BRLMs, Registrar to the Offer, Bankers to our Company, the Practising Company Secretary, Independent Chartered Accountant, 1Lattice, Joint Statutory Auditors in their respective capacities have been obtained; and consents in writing of (b) the Syndicate Members, Monitoring Agency, Sponsor Bank(s), Escrow Collection Bank(s), Public Offer Account Bank(s) and Refund Bank(s) to act in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act and such consents obtained under (a) have not be withdrawn as on the date of this Draft Red Herring Prospectus. Experts Except as stated below, our Company has not obtained any expert opinions in connection with this Draft Red Herring Prospectus: Our Company has received the written consent dated March 29, 2026 from S S Kothari Mehta & Co. LLP, Chartered Accountants, the Joint Statutory Auditor of our Company 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 March 28, 2026 on the Restated Consolidated Financial Information; and (ii) the report dated March 29, 2026 on the statement of special tax benefits available to our Company and its shareholders and the Material Subsidiary under the direct and indirect tax laws in India, included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received the written consent dated March 29, 2026 from D A R P N and Company, Chartered Accountants 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 Auditor and Independent Chartered Accountant. Our Company has received a written consent dated March 29, 2026, from the Practising Company Secretary, namely, Varun Sharma and Associates having the membership number F13276, 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 Companies Act, 2013, in respect of certificate issued by them in their capacity as the independent practising company secretary to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. In addition, our Company has also received written consent dated March 29, 2026 from Karan Dhall, Independent Chartered Engineer, to include their name as required under Section 26 of the Companies Act, 2013 in this Draft Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in respect of certificates issued by him in his capacity as the Independent Chartered Engineer to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Capital issue during the previous three years by our Company Other than as disclosed in the section titled “Capital Structure” on page 82, our Company has not made any capital issuances in the three years preceding the date of this Draft Red Herring Prospectus. Capital issue during the previous three years by our listed Group Companies/Subsidiaries/associates 419Our Subsidiaries and associates have not undertaken any capital issuances in the three years preceding the date of this Draft Red Herring Prospectus. Except as disclosed below, none of our Group Companies have not undertaken any capital issuances in the three years preceding the date of this Draft Red Herring Prospectus: Group Company Particulars Capital Issuance Solarworld Energy Solutions Year of Issue 2025 Limited Type of Issue Initial public offer Amount of issue (in ₹ million) 4,900 Issue price (in ₹) 351 per equity share Date of closure of issue September 25, 2025 Date of allotment and credit of securities to September 29, 2025 dematerialized account of investors Date of completion of the project, where the object In progress of the issue was financing the project Rate of dividend paid Nil Except for Solarworld Energy Solutions Limited, none of our Subsidiaries, Group Companies or associates have made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus. Particulars regarding public or rights issues by our Company during the last five years Our Company has not made any rights issues or public issues (as defined under the SEBI ICDR Regulations) in the five years preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis Objects - Public/ rights issue of our Company Our Company has not undertaken any public issues or rights issue in the five years preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis Objects – Last public/rights issue of our listed Subsidiaries/Promoters As on date of this Draft Red Herring Prospectus, neither our Subsidiaries, nor our Corporate Promoters are listed. 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. Commission, brokerage and selling commission paid on previous issues of the Equity Shares Since this is the initial public offering of Equity Shares, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the five years preceding the date of this Draft Red Herring Prospectus. Exemption from complying with any provisions of securities laws, if any, granted by Securities Exchange Board of India Our Company has not applied for or received any exemption from the SEBI from complying with any provisions of securities laws, as on the date of this Draft Red Herring Prospectus. 420Price information of past issues handled by the BRLMs A. Nuvama Wealth Management Limited 1. Price information of past issues (during current financial year and two financial years preceding the current financial year) overseen by Nuvama Wealth Management Limited: Sr. Issue name Issue Size Issue Listing Opening price on +/- % change in closing +/- % change in closing +/- % change in No. (₹ million) price Date Listing Date price, [+/- % change in price, [+/- % change in closing price, [+/- % (₹) (in ₹) closing benchmark] - 30th closing benchmark] - 90th change in calendar days from listing calendar days from listing closing benchmark] - 180th calendar days from listing 1. Aye Finance Limited 10,100.00 129.00 February 16, 2026 129.00 -20.71% [-8.18%] NA NA 2. KSH International Limited 6,444.48 384.00 December 23, 2025 370.00 -9.00% [-4.23%] 12.99% [-12.85%] NA 3. ICICI Prudential Asset 1,06,026.50 2165.00 December 19, 2025 2600.00 35.59% [-1.05%] 39.49% [-8.43%] NA Management Company Limited 4. Park Medi World Limited 9,200.00 162.00 December 17, 2025 158.80 -7.61% [-0.59%] 14.29% [-9.33%] NA 5. Anand Rathi Share and Stock 7,450.00 414.00* September 30, 2025 432.00 24.03% [5.86%] 52.00% [5.82%] 5.98% [-7.28%] Brokers Limited 6. Solarworld Energy Solutions 4,900.00 351.00 September 30, 2025 388.50 -3.59% [5.86%] -24.62% [5.82%] -59.39% [-7.28%] Limited 7. Jaro Institute of Technology 4,500.00 890.00 September 30, 2025 890.00 -32.12% [5.86%] -43.52% [5.82%] -51.87% [-7.28%] Management and Research Limited 8. Vikram Solar Limited 20,793.69 332.00 August 26, 2025 338.00 -1.48% [1.40%] -13.25% [5.49%] -42.06% [3.48%] 9. Sambhv Steel Tubes Limited 5,400.00 82.00## July 02, 2025 110.00 55.74% [-2.69%] 31.82% [-3.22%] 18.87% [2.31%] 10. HDB Financial Services 1,25,000.00 740.00 July 02, 2025 835.00 2.51% [-2.69%] 1.10% [-3.22%] 2.49% [2.31%] Limited Source: www.nseindia.com and www.bseindia.com * Anand Rathi Share and Stock Brokers Limited- A discount of ₹ 25 per Equity Share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹414 per equity share ##Sambhv Steel Tubes Limited- A discount of ₹4 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹82 per equity share Notes 1. Based on date of listing. 2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on listing day vs closing index on 30th/ 90th / 180th calendar day from listing day. 3. Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. 4. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index. 5. Not Applicable. – Period not completed 6. Disclosure in Table-1 restricted to 10 issues. 2. Summary statement of price information of past issues (during the current Financial Year and the two Financial Years preceding the current financial year) handled by Nuvama Wealth Management Limited: 421Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as on Year no. of raised as on 30th calendar days from listing as on 30th calendar days from listing on 180th calendar days from listing 180th calendar days from listing date IPOs (₹ Millions) date date date Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than 25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25% 2025-26^ 12 318,684.03 - 2 5 1 1 3 2 2 1 - - 3 2024-25 12 290,301.99 - 1 5 1 1 4 - 2 3 1 1 5 2023-24 9 68,029.67 - 1 1 1 1 5 - 1 3 1 1 3 The information is as on the date of the document 1. Based on date of listing. 2. Wherever 30th and 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. 3. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index. ^ For the financial year 2025-26, 12 issues have completed 30 calendar days and 8 issues have completed 180 days. **Pursuant to order passed by Hon’ble National Company Law Tribunal, Mumbai Bench dated April 27, 2023, the merchant banking business of Edelweiss Financial Services Limited (“Edelweiss”) has demerged and now transferred to Nuvama Wealth Management Limited (“Nuvama”) and therefore the said merchant banking business is part of Nuvama. #As per Prospectus excluding pre-ipo placement B. Equirus Capital Private Limited 1. Price information of past issues (during current financial year and two financial years preceding the current financial year) overseen by Equirus Capital Private Limited Sr. Issue name Issue Size Issue price Designated Listing Opening +/- % change in +/- % change in +/- % change in No. (₹ million) (₹ ) Stock Date price on closing closing closing price, [+/- % Exchange as Listing Date price, [+/- % change price, [+/- % change change in disclosed in (in ₹ ) in in closing closing benchmark] - the red closing benchmark] - benchmark] - 90th 180th calendar days herring 30th calendar days calendar days from from listing prospectus from listing listing filed 1. -19.45% -9.21% -26.15% Kross Limited$ 5,000.00 240.00 NSE September 16, 2024 240.00 [-1.29%] [-2.42%] [-11.77%] 2. -0.16% -35.24% -49.47% Godavari Biorefineries Limited# 5,547.50 352.00 BSE October 30, 2024 310.55 [-1.12%] [-5.72%] [-0.91%] 3. -8.15% -27.98% -18.52% Concord Enviro Systems Limited# 5,003.26 701.00 BSE December 27, 2024 832.00 [-3.19%] [-1.79%] [+4.26%] 4. +28.49% +45.93% +45.32% Senores Pharmaceuticals Limited$ 5,821.10 391.00 NSE December 30, 2024 600.00 [-2.91%] [-0.53%] [+8.43%] 5. +65.87% +23.08% +67.39% Unimech Aerospace and 5,000.00 785.00 BSE December 31, 2024 1,491.00 Manufacturing Limited# [-2.06%] [-0.93%] [+7.58%] 422Sr. Issue name Issue Size Issue price Designated Listing Opening +/- % change in +/- % change in +/- % change in No. (₹ million) (₹ ) Stock Date price on closing closing closing price, [+/- % Exchange as Listing Date price, [+/- % change price, [+/- % change change in disclosed in (in ₹ ) in in closing closing benchmark] - the red closing benchmark] - benchmark] - 90th 180th calendar days herring 30th calendar days calendar days from from listing prospectus from listing listing filed 6. +22.90% +15.59% +15.45% Crizac Limited# 8,600.00 245.00 BSE July 09, 2025 280.00 [-3.49%] [-2.09%] [+2.66%] 7. +6.71% +17.84% -20.32% M & B Engineering Limited$ 6,500.00 385.001 NSE August 06, 2025 385.00 [+0.65%] [+4.84%] [+1.02%] 8. -1.48% -13.25% -42.06% Vikram Solar Limited$ 20,793.69 332.00 NSE August 26, 2025 338.00 [+1.40%] [+5.49%] [+3.48%] 9. Omnitech Engineering Limited$ 5,830.00 227.002 NSE March 5, 2026 202.00 N.A. N.A. N.A. 10. GSP Crop Science Limited# 4,000.00 320.00 BSE March 24, 2026 332.30 N.A. N.A. N.A. Source: www.nseindia.com and www.bseindia.com Notes: 1. A discount of ₹36 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of M & B Engineering Limited IPO 2. A discount of ₹11 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of Omnitech Engineering Limited IPO 3. Price on Designated Stock Exchange of the respective Issuer is considered for all of the above calculations. 4. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered. 5. N.A. (Not Applicable) – Period not completed. # The S&P BSE SENSEX is considered as the Benchmark Index $ The S&P CNX NIFTY is considered as the Benchmark Index 2. Summary statement of price information of past issues (during the current Financial Year and the past two Financial Years) handled by Equirus Capital Private Limited: Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as on Year no. of raised as on 30th calendar days from listing as on 30th calendar days from listing on 180th calendar days from listing 180th calendar days from listing date IPOs (₹ million) date date date Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than 25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25% 2025-2026* 5 45,723.69 NA NA 1 NA NA 2 NA 1 1 NA NA 1 2023-2024 7 36,564.01 NA NA 3 2 2 NA NA 3 1 2 1 NA 2022-2023 8 61,882.55 NA 1 1 2 2 2 NA 1 2 3 2 NA Source: www.nseindia.com; www.bseindia.com, as applicable Notes: 1. Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered. 2. NA means Not Applicable. 3. The information for each of the financial years is based on issues listed during such financial year. 423* The information is as on the date of this Offer Document. 424Track record of the Book Running Lead Managers For details regarding the track record of the BRLMs, as specified in circular bearing reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please see the websites of the BRLMs, as set forth in the table below: Name Website Nuvama Wealth Management Limited www.nuvama.com Equirus Capital Private Limited www.equirus.com For further details in relation to the BRLMs, please see “General Information – Book Running Lead Managers” on page 75. Stock Market Data of Equity Shares of face value ₹ 10 each This being an initial public offer of Equity Shares of face value ₹ 10 each of our Company, the Equity Shares of face value ₹ 10 each are not listed on any stock exchange and accordingly, no stock market data is available for the Equity Shares of face value ₹ 10 each. 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 SCSBs for addressing any clarifications or grievances of ASBA Bidders. Bidders can contact the Company Secretary and the 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. For all Offer related queries and for redressal of complaints, Bidders may also write to the BRLMs, in the manner provided below. Our Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under the applicable provisions of the SEBI ICDR Regulations. All Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of the Bidder, number of the Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders), 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 also enclose the Acknowledgment Slip or the application number from the Designated Intermediary in addition to the documents or information mentioned hereinabove. 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 BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor. Pursuant to the SEBI ICDR Master Circular, SEBI has identified the need to put in place measures, in order to manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial allotment/non allotment within prescribed timelines and procedures. In terms of SEBI ICDR Master Circular and subsequent circulars issued by the SEBI, as may be applicable, 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 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. 425In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Separately, Pursuant to 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 issues opening on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate the investor: Scenario Compensation amount Compensation period Delayed unblock for cancelled / ₹100 per day or 15% per annum of the From the date on which the request for cancellation withdrawn / deleted applications application amount, whichever is higher / withdrawal / deletion is placed on the bidding platform of the Stock Exchanges till the date of actual unblock Blocking of multiple amounts for the 1. Instantly revoke the blocked funds From the date on which multiple amounts were same Bid made through the UPI other than the original application blocked till the date of actual unblock Mechanism amount; and 2. ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher Blocking more amount than the Bid 1. Instantly revoke the difference From the date on which the funds to the excess of Amount amount, i.e., the blocked amount less the the application amount were blocked till the date of application amount; and actual 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 the Since T+3 till the date of actual unblock. partially Allotted applications application amount, whichever is higher Delay in grievance redressal. Rs.100/- per day or 15% per annum of The day on which the grievance is received by the application amount, whichever is BRLM/RTA) till the date of actual unblock. higher. 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 BRLMs shall be liable to compensate the investor ₹100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day on which the investor grievance is received till the date of actual unblock. 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. Further, for grievance redressal contact details of the BRLMs pursuant to the March 2021 Circular, see “Offer Procedure– General Instructions” on page 450. Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may also write to the BRLMs, in the manner provided below. All grievances in relation to the Bidding process may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, UPI ID, PAN, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder. 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. Further, Bidders shall also enclose a copy of the Acknowledgment Slip received from the Designated Intermediaries in addition to the information mentioned hereinabove. All 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, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the BRLMs with whom the Bid cum Application Form was submitted by the Anchor Investor. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. 426Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. Our Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. Investors can contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non- credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode. Disposal of Investor Grievances by our Company Our Company shall, after filing of this Draft Red Herring Prospectus, obtain authentication on the SEBI SCORES in terms of the SEBI master circular bearing number SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 and SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, read with SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/183 dated December 1, 2023, in relation to redressal of investor grievances through SCORES. Our Company has constituted a Stakeholders’ Relationship Committee to review and redress the shareholders’ and investors’ grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve subdivision, consolidation, transfer and issue of duplicate shares. For details, please see the section titled “Our Management – Stakeholders’ Relationship Committee” on page 265. Our Company has also appointed Rita Bisht, Company Secretary of our Company, as the Compliance Officer for the Offer. For details, please see the section titled “General Information” on page 74. In the three years preceding the date of this Draft Red Herring Prospectus, our Company has not received any investor complaints. As on the date of this Draft Red Herring Prospectus, there are no pending investor complaints in relation to our Company. The Selling Shareholders has authorised the Company Secretary and Compliance Officer of our Company, and the Registrar to the Offer to redress any complaints received from Bidders in respect of the Offer for Sale. Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be five 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. Disposal of investor grievances by our listed Subsidiaries As on date of this Draft Red Herring Prospectus, neither of our Subsidiaries are listed on any stock exchange. Other confirmations No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the Offer. There are no findings/observations of any of the inspections by SEBI or any other regulator which are material, and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision in the Offer. 427SECTION X - OFFER INFORMATION TERMS OF THE OFFER The Equity Shares being issued, offered and Allotted pursuant to this Offer shall be subject to the provisions of the Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of Association and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the Draft Abridged Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, CAN, the Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other documents or certificates that may be executed in respect of this Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to the offer of capital and listing and trading of securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or other authorities, as in force on the date of this Offer and to the extent applicable, or such other conditions as may be prescribed by such governmental, regulatory or statutory authority while granting its approval for the Offer. The Offer The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. The fees and expenses for the Offer shall be shared amongst our Company and the Selling Shareholders in the manner agreed to by our Company, the Selling Shareholders and be in accordance with the applicable law. Details in relation to Offer expenses are specified in “Objects of the Offer – Offer Related Expenses”, on page 110. Ranking of the Equity Shares The Equity Shares being issued, offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of Association and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares, including rights in respect of dividend, voting and other corporate benefits if any, declared by our Company after the date of Allotment. The Allottees, upon Allotment of Equity Shares under the Offer, will be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, see “Description of Equity Shares and Terms of the Articles of Association” on page 460. Mode of payment of dividend Our Company shall pay dividends, if declared, to the Shareholders of our Company as per the provisions of the Companies Act, 2013, our Memorandum of Association and Articles of Association, the SEBI Listing Regulations and other applicable law. All dividends, if any, declared by our Company after the date of Allotment (pursuant to transfer of Equity Shares from the Offer for Sale), will be payable to the Bidders who have been Allotted Equity Shares in the Offer, in accordance with applicable law. For further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of the Articles of Association” on pages 284 and 460, respectively. Face Value, Floor Price, Price Band and Offer Price The face value of the Equity Shares is ₹ 10. The Floor Price of Equity Shares is ₹[●] per Equity Share and the Cap Price is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share. The Offer Price, Price Band and minimum Bid Lot for the Offer will be decided by our Company in consultation with the BRLMs, in compliance with the SEBI ICDR Regulations, and will be advertised in all editions of [●] (a widely circulated English language national daily newspaper) and, all editions of [●] (a widely circulated Hindi language national daily newspaper and, Hindi also being the regional language of Delhi, 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 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 websites of the Stock Exchanges. The Offer Price shall be determined by our Company in compliance with the SEBI ICDR Regulations, after the Bid / Offer Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of Book Building Process. At any given point of time there shall be only one denomination for the Equity Shares. Compliance with disclosure and accounting norms Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time. 428Rights of the Shareholders Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles, our Shareholders shall have the following rights: • the right to receive dividend, if declared; • the right to attend general meetings and exercise voting rights, unless prohibited by law; • the right to vote on a poll either in person or by proxy or ‘e-voting’ in accordance with the provisions of the Companies Act; • the right to receive offers for rights shares and be allotted bonus shares, if announced; • the right to receive surplus on liquidation subject to any statutory and preferential claims being satisfied; • the right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable laws, including rules framed by the RBI; and • such other rights, as may be available to a shareholder of a listed public company under applicable law, including 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 relating to voting rights, dividend, forfeiture and lien, transfer and transmission, consolidation and splitting, see “Description of Equity Shares and Terms of the Articles of Association” on page 460. Allotment of Equity Shares 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 the dematerialised form only. In this context, our Company has entered into the following agreements: • tripartite agreement dated July 9, 2025, entered into amongst our Company, NSDL and Registrar to the Offer; and • tripartite agreement dated July 4, 2025, entered into amongst our Company, CDSL and Registrar to the Offer. Market lot and Trading lot The trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to which, the tradable lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in multiples of [●] Equity Shares, subject to a minimum Allotment of [●] Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” on page 438. Joint holders Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any Equity Share, they shall be deemed to hold such Equity Shares as joint holders with benefits of survivorship. Jurisdiction The competent courts/authorities of New Delhi, Delhi, India will have exclusive jurisdiction in relation to this Offer. Period of operation of subscription list See “– Bid/ Offer Programme” on page 430. Nomination facility to investors In accordance with Section 72 of the Companies Act, 2013, read with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, as amended, the sole or First Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of the sole Bidder or in case of joint Bidders, the 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 death of the original holder(s), shall be entitled to the same advantages to which such person would be entitled if such person 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 429person to become entitled to the 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 or variation to our Company in the prescribed form. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination can be made only on the prescribed form, which is available on request at our Registered and Corporate Office or with the registrar and transfer agents of our Company. Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above, shall, upon the production of such evidence as may be required by our Board, elect either: • to register himself or herself as the holder of the Equity Shares; or • to make such transfer of the Equity Shares, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment will be made only in dematerialised form, there shall be no requirement for a separate nomination with our Company. Nominations registered with the respective Collecting Depository Participant of the applicant will prevail. If Bidders wish to change their nomination, they are requested to inform their respective Collecting Depository Participant. Bid/ Offer Programme EVENT INDICATIVE DATE BID/OFFER OPENS ON(1) On or about [●] BID/OFFER CLOSES ON(2)(3) On or about [●] (1) Our Company, in consultation with the BRLMs, 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 and the Selling Shareholders, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIB 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. An indicative timetable in respect of the Offer is set out below: EVENT INDICATIVE DATE FINALIZATION OF BASIS OF ALLOTMENT WITH THE DESIGNATED On or about [●] STOCK EXCHANGE INITIATION OF REFUNDS (IF ANY, FOR ANCHOR On or about [●] INVESTORS)/UNBLOCKING OF FUNDS FROM ASBA ACCOUNT CREDIT OF EQUITY SHARES TO DEPOSITORY ACCOUNTS OF On or about [●] ALLOTTEES COMMENCEMENT OF TRADING OF THE EQUITY SHARES ON THE STOCK On or about [●] EXCHANGES In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher, from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/ partially allotted Bids, exceeding four 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 intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking in accordance with applicable law. Further, investors shall be entitled to compensation in the manner specified in the the SEBI ICDR Master Circular, SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021, and June 2021 Circular, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022 and SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated 430May 30, 2022, in case of delays in resolving investor grievances in relation to blocking/unblocking of fund, (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) in case of delays in resolving investor grievances in relation to blocking/unblocking of fund. The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular, June 2021 Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 , (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) in case of delays in resolving investor grievances in relation to blocking/unblocking of fund. The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation or liability on our Company, the Selling Shareholders or the BRLMs. While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid / Offer Closing Date, or such other period as prescribed by the SEBI, the timetable may be extended due to various factors, such as extension of the Bid / Offer Period by our Company in consultation with the BRLMs, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges, and delay in respect of final certificates from SCSBs. 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 Selling Shareholder, severally and not jointly, confirms that it shall extend reasonable assistance as required by our Company and the BRLMs for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within three Working Days from the Bid / Offer Closing Date, or within such other period as prescribed. SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue timeline for initial public offerings. The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer will be made under UPI Phase III on mandatory T+3 listing basis, subject to the timing of the Offer and any circulars, clarification or notification issued by the SEBI from time to time, including with respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within three Working Days from the Bid / Offer Closing Date or such other time as prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. The BRLMs shall be the nodal entity for any issues arising out of public issuance process. Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no. CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, 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. Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes to the above-mentioned listing timelines. Further, the offer procedure is subject to change to any revised SEBI circulars to this effect. Submission of Bids (other than Bids from Anchor Investors): Bid/Offer Period (except the Bid/Offer Closing Date) Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”) Bid/Offer Closing Date Submission of Electronic Applications (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST accounts) – For RII other than QIBs and NIIs Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST channels like Internet Banking, Mobile Banking and Syndicate UPI ASBA applications where Bid Amount is up to ₹0.50 million) 431Bid/Offer Period (except the Bid/Offer Closing Date) Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST Individual Applications) Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST Individual Applications where Bid Amount is more than ₹0.50 million Modification/ Revision/cancellation of Bids Upward Revision of Bids by QIBs and Non-Institutional Investors# Only between 10.00 a.m. on the Bid/Offer 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 by RIIs Only between 10.00 a.m. on the Bid/Offer Opening Date and up to 5.00 p.m. IST on Bid/Offer Closing Date Our Company in consultation with the BRLMs, may decide to close the Bid/ Offer Closing Period for QIBs 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. # 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: (a) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors, and (b) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIIs. On Bid / Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received by Retail Individual Investors, after taking into account the total number of Bids received and as reported by the BRLMs to the Stock Exchanges. The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s on daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the Book Running Lead Managers and the RTA on a daily basis, as per the format prescribed in SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and in accordance with SEBI RTA Master Circular (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids. It is clarified that Bids 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. 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. 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 are advised to submit their Bids no later than 1:00 p.m. IST 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, as is typically experienced in public offerings in India, it may lead to some Bids not being uploaded due to lack of sufficient time to upload. Such Bids that cannot be uploaded will not be considered for allocation under this Offer. None of our Company, Selling Shareholders or any member of the Syndicate is liable for any failure in uploading the Bids due to faults in any software or hardware system or blocking of application amount by SCSBs on receipt of instructions from the Sponsor Bank due to any errors, omissions, or otherwise non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in the UPI Mechanism. Bids and any revision to the Bids, will be accepted only during Working Days, during the Bid/ Offer Period. Bids will be accepted only during Monday to Friday (excluding any public holiday), during the Bid/Offer period. Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. The Designated Intermediaries shall modify select fields uploaded in the 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. Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Offer Period in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor 432Price will not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price, subject to minimum 105% of the Floor Price. In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after such revision, 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 BRLMs, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days, in compliance with the SEBI ICDR Regulations. Any revision in Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and terminals of the Syndicate Members and by intimation to the Designated Intermediaries. 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-à-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 In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of Underwriters, as applicable, within sixty (60) days from the date of Bid Closing Date, or if the subscription level falls below the thresholds mentioned above after the Bid Closing Date, on account of withdrawal of applications or after technical rejections or any other reason, or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares being offered under the Red Herring Prospectus, our Company shall forthwith refund the entire subscription amount received in accordance with applicable law including the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021(to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) and SEBI ICDR Master Circular. If there is a delay beyond four days, our Company and every Director of our Company who is an officer in default, to the extent applicable, shall pay interest as prescribed under applicable law. Subject to applicable law, in the event of under-subscription in the Offer, the Equity Shares will be allotted in the following order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required to comply with the minimum subscription to be received in the Offer under applicable law, will be Allotted prior to the sale of Equity Shares in the Offer for Sale; (ii) next all the Equity Shares held by the Selling Shareholders and offered for sale in the Offer will be Allotted in proportion to their respective Offered Shares; and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by our Company towards the remaining 10% of the Fresh Issue. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company and the Selling Shareholders shall be liable to pay interest on the application money in accordance with applicable laws. Each of the Selling Shareholders shall reimburse any expenses and interest incurred by our Company on its behalf for any delays in making refunds as required under the Companies Act and any other applicable law, provided that such Selling Shareholder shall not be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder and any expenses and interest shall be paid solely to the extent of its portion of the Offered Shares. Arrangements for disposal of odd lots Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be one Equity Share, no arrangements for disposal of odd lots are required. New financial instruments Our Company is not issuing any new financial instruments through this Offer. Restriction on transfer and transmission of shares Except for the lock-in of the pre-Offer Equity Shares, the Promoters’ Contribution and Equity Shares allotted to Anchor Investors pursuant to the Offer, as detailed in “Capital Structure” on page 82, and except as provided in our Articles, there are 433no restrictions on transfers and transmission of Equity Shares or on their consolidation or splitting. See, “Description of Equity Shares and Terms of the Articles of Association” on page 460. Option to receive Equity Shares in dematerialized form Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only in the dematerialized segment of the Stock Exchanges. Withdrawal of the Offer The Offer shall be withdrawn in the event that 90% of the Fresh Issue is not subscribed. Our Company in consultation with the BRLMs and the Selling Shareholders, reserves the right not to proceed with the entire or portion of the Offer for any reason at any time after the Bid / Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the same newspapers, in which the pre-Offer and price band 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. Further, the Stock Exchanges shall be informed promptly in this regard by our Company and the BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s) (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. In the event of withdrawal of the Offer and subsequently, plans of a fresh offer by our Company, a fresh draft red herring prospectus will be submitted again to SEBI. If our Company in consultation with the BRLMs, withdraws the Offer after the Bid/Offer Closing Date and thereafter determine that they will proceed with a public offering of Equity Shares, our Company will file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. Notwithstanding the foregoing, this 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 or such other period as may be prescribed, and the final RoC approval of the Prospectus after it is filed with the RoC. 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. 434OFFER STRUCTURE The Offer is being made through the Book Building Process. The Offer is of up to [●] Equity Shares of face value of ₹10 each for cash at a price of ₹[●] per Equity Share of face value of ₹10 each (including a premium of ₹[●] per Equity Share of face value of ₹10 each) aggregating up to ₹ 5,000.00 million comprising of 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 of Sale of up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ 2,500.00 million by the Selling Shareholders. The Offer shall constitute [●]%, and [●]%, respectively of the post-Offer paid-up Equity Share capital of our Company. For details, please see section titled “The Offer” on page 61. Our Company in consultation with the Book Running Lead Managers, may consider a further issue of specified securities, through a preferential issue or any other method as may be permitted under applicable law for an amount aggregating up to ₹ 500.00 million, at its discretion, prior to the filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety) and as may be required under applicable law. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. In 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 QIBs (1) Non-Institutional Investors Retail Individual Investors Number of Not more than [●] Equity Shares of face Not less than [●] Equity Shares of face Not less than [●] Equity Shares Equity Shares value of ₹10 each value of ₹10 each available for allocation of face value of ₹10 each available for or Offer less allocation to QIB Bidders available for allocation or Offer allocation* (2) and Retail Individual Investors less allocation to QIB Bidders and Non-Institutional Investors Percentage of Not more than 50% of the Offer size shall Not less than 15% of the Offer, or the Not less than 35% of the Offer, Offer Size be allocated to QIB Bidders. However, 5% Offer less allocation to QIB Bidders and or the Offer less allocation to available for of the Net QIB Portion will be available for Retail Individual Investors shall be QIB Bidders and Non- allocation allocation proportionately to Mutual Funds available for allocation, out of which Institutional Investors only. Mutual Funds participating in the Mutual Fund Portion will also be eligible (a) one third of such portion shall be for allocation in the remaining balance Net reserved for applicants with QIB Portion. The unsubscribed portion in application size of more than ₹0.2 the Mutual Fund Portion will be added to million and up to ₹1.00 million; and the Net QIB Portion (b) two third of such portion shall be reserved for applicants with application size of more than ₹1.00 million. provided that the unsubscribed portion in either of the aforementioned sub- categories may be allocated to Bidders in the other sub-category of Non- Institutional Investors. Basis of Proportionate as follows (excluding the The Equity Shares available for Allotment The Allotment to each Retail Allotment if Anchor Investor Portion): to Non-Institutional Investors under the Individual Investor shall not be respective Non-Institutional Portion shall not be less less than the minimum Bid Lot, category is (a) Up to [●] Equity Shares of face value than the minimum application size and the subject to availability of Equity oversubscribed* of ₹10 each shall be available for remaining available Equity Shares if any, Shares in the Retail Portion and Allotment on a proportionate basis to shall be Allotted on a proportionate basis, the remaining available Equity Mutual Funds only; and in accordance with the conditions Shares if any, shall be Allotted specified in the SEBI ICDR Regulations on a proportionate basis. For (b) Up to [●] Equity Shares of face value subject to the following: details, see “Offer Procedure” of ₹10 each shall be available for on page 438. Allotment on a proportionate basis to (i) one-third of the portion available to Non-Institutional Investors shall be reserved for Bidders with an 435Particulars QIBs (1) Non-Institutional Investors Retail Individual Investors all QIBs, including Mutual Funds application size of more than ₹0.2 receiving Allotment as per (a) above million and up to ₹1.00 million, and (c) Up to [●] Equity Shares may be (ii) two-third of the portion available to allocated on a discretionary basis to Non-Institutional Investors shall be Anchor Investors of which 40% shall reserved for Bidders with application be reserved in the following manner (i) size of more than ₹1.00 million, 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual provided that the unsubscribed portion in Funds; and (ii) 6.67% of the Anchor either of the aforementioned sub- Investor Portion shall be reserved for categories may be Allotted to Bidders in Life Insurance Companies and the other sub-category of Non- Pension Funds, subject to valid Bids Institutional Investors. being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. Minimum Bid Such number of Equity Shares of face value Such number of Equity Shares in [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity multiples of [●] Equity Shares of face of ₹10 each and in multiples of Shares of face value of ₹10 each that the value of ₹10 each such that the Bid [●] Equity Shares of face value Bid Amount exceeds ₹0.20 million and in Amount exceeds ₹0.2 million of ₹10 each thereafter multiples of [●] Equity Shares of face value of ₹10 each thereafter Maximum Bid Such number of Equity Shares in multiples Such number of Equity Shares in Such number of Equity Shares in of [●] Equity Shares of face value of ₹10 multiples of [●] Equity Shares of face multiples of [●] Equity Shares of each so that the Bid does not exceed the size value of ₹10 each not exceeding the size face value of ₹10 each so that the of the Offer (excluding the Anchor of the Offer (excluding the QIB Portion), Bid Amount does not exceed Portion), subject to applicable limits under subject to limits prescribed under ₹0.20 million applicable law applicable law Bid Lot [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Shares of face value of ₹10 each thereafter Mode of Compulsorily in dematerialised form Allotment Allotment Lot A minimum of [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Share of face value of ₹10 each thereafter Trading Lot One Equity Share Who can Public financial institutions (as specified in Resident Indian individuals, Eligible Resident Indian individuals, apply(3)(4)(5)(6) Section 2(72) of the Companies Act), NRIs, HUFs (in the name of the karta), Eligible NRIs and HUFs (in the scheduled commercial banks, Mutual companies, corporate bodies, scientific name of the karta) applying for Funds, eligible FPIs, VCFs, AIFs, FVCIs institutions societies family offices, trusts, Equity Shares such that the Bid registered with SEBI, multilateral and FPIs who are individuals, corporate amount does not exceed bilateral development financial institutions, bodies and family offices. ₹200,000 million in value. state industrial development corporation, insurance companies registered with IRDAI, provident funds (subject to applicable law) with minimum corpus of ₹250 million, pension funds with minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund set up by the Government of India, the insurance funds set up and managed by army, navy or air force of the Union of India, insurance funds 436Particulars QIBs (1) Non-Institutional Investors Retail Individual Investors set up and managed by the Department of Posts, India and Systematically Important Non-Banking Financial Companies, in accordance with applicable laws including FEMA Rules. Terms of In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission of Payment 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 (other than Anchor Investors) or by the Sponsor Bank(s) through the UPI Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA Form. Mode of ASBA only (excluding the UPI ASBA only (including UPI Mechanism ASBA only (including the UPI Bidding^ Mechanism) except for Anchor Investors for Bids up to ₹0.5 million) Mechanism) * Assuming full subscription in the Offer ^ SEBI vide the SEB ICDR Master Circular read with the circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations has mandated that ASBA applications in Public Issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIB, NII and Retail and also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. (1) Our Company may, in consultation with the BRLMs, allocate 60% of the QIB Portion to Anchor Investors at the Anchor Investor Offer Price, on a discretionary basis, subject to there being (i) a minimum of 2 and a maximum of 15 Anchor Investor, where the allocation is up to ₹ 2,500 million, subject to minimum Allotment of ₹ 50 million to each such Anchor Investor, and (ii) where the allocation is above ₹ 2,500 million, a minimum of five and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million and an additional 15 Anchor Investors for every additional ₹ 2,500 million for allocation or part thereof, subject to Allotment of ₹ 50 million to each such Anchor Investor. Further, 40% shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. The Anchor Investor Allocation Price, which price shall be determined by our Company in consultation with the BRLMs. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. (2) 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 Offer shall be made available for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of the Net QIB Portion shall be made available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be made 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. Further, not less than 15% of the Offer shall be made available for allocation to Non-Institutional Investors, of which (a) one-third portion shall be reserved for applicants with application size of more than ₹ 0.20 million and up to ₹1.00 million; and (b) two-thirds portion shall be reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub-categories shall 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 Offer shall be made available for allocation to RII 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 contained 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. (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 of Allotment Note. In case the Offer Price is lower than the Anchor Investor Allocation Price, the amount in excess of the Offer Price paid by the Anchor Investors shall not be refunded to them. (5) Bids by FPIs with certain structures as described under “Offer Procedure – Bids by FPIs” on page 445 and having the same PAN were collated and identified as a single Bid in the Bidding process. The Equity Shares Allotted to such successful Bidders (with the same PAN) have been proportionately distributed. (6) Bidders were required to confirm and were 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. 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 of face value ₹ 10 each. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of the Offer” on page 428. The Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 445 having same PAN will be collated and identified as a single Bid in the Bidding process. The Equity Shares of face value ₹ 10 each Allotted to such successful Bidders (with same PAN) will be proportionately distributed. 437OFFER PROCEDURE All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in accordance with the General Information Document which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General Information Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to the 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 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; (v) issuance of Confirmation of Allocation Note and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) designated date; (viii) disposal of applications and electronic registration of bids; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable provisions of Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds; (xiii) price discovery and allocation and (xiv) interest in case of delay in Allotment or refund. SEBI, through the UPI Circulars, has introduced an alternate payment mechanism using UPI and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIIs applying through Designated Intermediaries was made effective along with the timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019. Pursuant to its circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), the SEBI has increased the UPI limit from ₹ 0.20 million to ₹ 0.50 million for all the individual investors applying in public issues. With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI Bidders through Designated Intermediaries (other than SCSBs) issued by SEBI, the existing process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the timeline for implementation of UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, pursuant to SEBI RTA Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), SEBI has introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. The SEBI RTA Master Circular consolidated the aforementioned circulars (excluding SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and rescinded these circulars to the extent relevant for RTAs. Furthermore, pursuant to the SEBI ICDR Master Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular), all individual bidders in initial public offerings whose application size are up to ₹0.50 million shall use the UPI Mechanism and provide their UPI ID in the Bid- cum-Application Form for bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. Pursuant to the SEBI ICDR Master Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular), applications made using the ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts of investors (all categories). 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. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular and SEBI RTA Master Circular, in case of delays in resolving grievances in relation blocking/ unblocking of funds. 438In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and lead managers shall continue to coordinate with intermediaries involved in the said process. Further, our Company, the Selling Shareholders and the BRLMs are not liable for any amendment, modification or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and the Prospectus. The BRLMs shall be the nodal entity for any issues arising out of public issuance process. 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. Book Building Procedure The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be available for allocation to QIBs on a proportionate basis, provided that our Company in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which 40% shall be reserved in the following manner (i) 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above may be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. Any under-subscription in the Life Insurance Companies and Pension Funds category specified may be allocated to Domestic Mutual Funds. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors and not less than 35% of the Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. The Equity Shares available for allocation to Non-Institutional Investors under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Investors shall be reserved for Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Investors shall be reserved for Bidders with application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of the aforementioned sub- categories may be allocated to Bidders in the other sub-category of Non-Institutional Investors. Subject to applicable laws and valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except in the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories on proportionate basis, at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges. Investors must ensure that their PAN is linked with Aadhaar ID and are in compliance with Central Board of Direct Taxes notification dated February 13, 2020, press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023. Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including the DP ID and the Client ID and the PAN and UPI ID (for UPI Bidders Bidding through the UPI Mechanism), shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get 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. 439NPCI through its circular (NPCI/UPI/OC No. 127/ 2021-22) dated December 9, 2021, inter alia, has enhanced the per transaction limit from ₹0.20 million to ₹0.50 million for applications using UPI in initial public offerings Phased implementation of UPI for Bids by RIIs as per the UPI Circulars SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, UPI has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by RIIs through intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to up to three Working Days. Considering the time required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced and implemented the UPI payment mechanism in three phases in the following manner: (a) Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30, 2019. Under this phase, an RII also had the option to submit the ASBA Form with any of the intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing would continue to be six Working Days. (b) Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or floating of five main board public issues, whichever is later. SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for implementation of UPI Phase II until March 31, 2020. Under this phase, submission of the physical ASBA Form by an UPI Bidder through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and replaced by the UPI payment mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during this phase. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase II till further notice. (c) Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”) (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). In this phase, the time duration from public issue closure to listing has been reduced to three Working Days. The Offer shall be undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. The Offer is being made under Phase III of the UPI (on a mandatory basis) in accordance with the SEBI ICDR Master Circular and the T+3 Notification (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post–Offer BRLMs will be required to compensate the concerned investor. All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/or payment instructions of the UPI Bidders using the UPI. The processing fees for application made by UPI Bidders using the UPI mechanism may be released to the remitter banks (SCSBs) only after such banks make an application to the BRLMs with a copy to the Registrar, and such application shall be made only after (i) unblocking of application amounts in the bank accounts 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 in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). 440The Sponsor Bank(s) 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. For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the BRLMs. The Offer is being made under Phase III of the UPI (on a mandatory basis). Further, pursuant to SEBI ICDR Master Circular read with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), 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 stock broker 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); (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 (a) 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 the Book Building process on a regular basis before the closure of the Offer. (b) 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. (c) Only Bids that are uploaded on the Stock Exchanges’ platform are considered for Allotment. The Designated Intermediaries are given till 5:00 pm on the Bid / Offer Closing Date to modify select fields uploaded in the Stock Exchanges’ 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. (d) QIBs and Non-Institutional Bidders 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 relevant Bidding Centers and at our Registered and Corporate Office. An electronic copy of the ASBA Form will also be available for download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid / Offer Opening Date. Further, the Bid cum Application Form will have the QR code and link to access the Abridged Prospectus and Red Herring Prospectus. Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs. All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer. UPI Bidders shall Bid in the Offer through UPI Mechanism for submitting their bids to Designated Intermediaries and are allowed to use ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs. Anchor Investors are not permitted to participate in this Offer through the ASBA process. Bidders (other than Anchor Investors and UPI Bidders Bidding using the UPI Mechanism) must provide bank account details and authorisation by the ASBA account holder to block funds in their respective ASBA Accounts or the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does 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. UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall be required to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the Bid cum Application Form. 441Bids submitted by UPI Bidders with any Designated Intermediary (other than SCSBs) without mentioning the UPI ID are liable to be rejected. 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. Applications made using third party bank account or using third party linked bank account UPI ID are liable for rejection. Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centres only on ASBA Forms bearing the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not bearing such specified stamp maybe liable for rejection. UPI Bidders using UPI Mechanism, will be required to submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate Member(s), Registered Brokers, RTAs or CDPs. RIIs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs. Bidders using the ASBA process to participate in the Offer must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked therein. In order to ensure timely information to investors SCSBs are required to send SMS alerts to investors intimating them about the Bid Amounts blocked / unblocked. Since the Offer is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in the manner below: (i) RIIs (other than UPI Bidders) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. (ii) UPI Bidders using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. (iii) QIBs and NIIs not using the UPI Mechanism may submit their ASBA Forms with SCSBs, Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. (iv) ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which can be blocked by the SCSB or the Sponsor Bank(s), as applicable, at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked / unblocked. For all IPOs opening on or after September 1, 2022, as specified in SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), all the ASBA applications in Public Issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. The circular is applicable for all categories of investors viz. Retail Individual Investors, QIB and NII and also for all modes through which the applications are processed. UPI Bidders bidding through UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum Application Form. The prescribed colour of the Bid cum Application Forms for 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 FPIs, Eligible NRIs applying on a repatriation basis, FVCIs and registered [●] bilateral and multilateral institutions Anchor Investors [●] * Excluding electronic Bid cum Application Forms Notes: 1. Electronic Bid cum Application forms and Abridged Prospectus will also be available for download on the website of NSE (www.nseindia.com) and BSE (www.bseindia.com). 2. Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs. In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. Designated Intermediaries (other than SCSBs) shall submit / deliver the ASBA Forms (except Bid cum Application Forms submitted by UPI Bidders Bidding using the UPI Mechanism) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s). NSE circular dated July 22, 2022, with reference no. 23/2022 and BSE circular dated July 22, 2022 with reference no. 20220722-30, has mandated that Trading Members, Syndicate Member(s), RTA 442and Depository Participants shall submit Syndicate ASBA bids above ₹0.5 million and NII & QIB bids above ₹0.2 million through SCSBs only. For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate a UPI Mandate Request to such UPI Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions / investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the BRLMs for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in SEBI ICDR Master Circular read with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to June 2021 Circular, and SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations. Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis through API integration and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded. In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022, for all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking of funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis. The Sponsor Bank(s) 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. The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs only after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format prescribed by SEBI or applicable law. Pursuant to NSE circular dated August 3, 2022 with reference no. 25/2022, the following is applicable to all initial public offers opening on or after September 1, 2022: (a) Cut-off time for acceptance of UPI mandate shall be up to 5:00 p.m. on the initial public offer closure date and existing process of UPI bid entry by syndicate members, registrars to the offer and Depository Participants shall continue till further notice; (b) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued; (c) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 4.00 p.m. 4:00 p.m. for QIBs and Non-Institutional Investors categories and up to 5.00 p.m. for Retail Individual category on the initial public offer closure day; (d) QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids; (e) The Stock Exchanges shall display Offer demand details on its website and for UPI bids the demand shall include/consider UPI bids only with latest status as RC 100–black request accepted by Investor/ client, based on responses/status received from the Sponsor Bank(s). 443The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in ‘offshore transactions’ in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Participation by Promoters, Promoter Group, the Book Running Lead Managers, associates and affiliates of the Book Running Lead Managers and the Syndicate Member(s) and the persons related to Promoter, Promoter Group, Book Running Lead Managers and the Syndicate Members and Bids by Anchor Investors The BRLMs and the Syndicate Members shall not be allowed to purchase/subscribe the Equity Shares in any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate Members may purchase/subscribe Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be applicable to such Bidders, and such subscription may be on their own account or on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Except as stated below, neither the Book Running Lead Managers nor any associate of the Book Running Lead Managers can apply in the Offer under the Anchor Investor Portion: (i) mutual funds sponsored by entities which are associate of the Book Running Lead Managers; (ii) insurance companies promoted by entities which are associate of the Book Running Lead Managers; (iii) AIFs sponsored by the entities which are associate of the Book Running Lead Managers; (iv) FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the Book Running Lead Managers; or (v) Pension funds sponsored by entities which are associate of the Book Running Lead Managers. Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Managers” 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 BRLMs. Further, the Promoter and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer, except in accordance with the applicable law. Furthermore, persons related to the Promoter and the Promoter Group shall not apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders’ agreement or voting agreement entered into with any of the Promoter or members of the Promoter Group of our Company, veto rights or a right to appoint any nominee director on our Board, shall be deemed to be a person related to the Promoter or Promoter Group of our Company. Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum Application Form. Failing this, the Company in consultation with BRLMs reserves the right to reject any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made, subject to applicable law. In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with the SEBI and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids, provided that such Bids clearly indicate the scheme for which the Bid is submitted. No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of any single company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry specific scheme. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by Eligible NRIs 444Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRIs Bidding on a repatriation basis by using the Non-Resident Forms should authorise their SCSBs (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their NRE Account, or Foreign Currency Non-Resident Accounts (“FCNR Account”), and Eligible NRIs bidding on a non-repatriation basis by using Resident Forms should authorise their SCSBs or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their NRO Accounts for the full Bid amount, at the time of submission of the Bid cum Application Form. Participation of Eligible NRIs in the Offer shall be subject to the FEMA regulations. 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. In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company. Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE / NRO accounts. Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●] in colour). Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour). By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been clarified that an investment made by a NRI or an Indian entity which is owned and controlled by NRIs on a non-repatriation basis, shall not be considered for calculation of indirect foreign investment. For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 458. Bids by HUFs Bids by Hindu Undivided Families or HUFs should be made 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 / Application Form as follows: “Name of sole or First Bidder: Y Hindu Undivided Family applying through Y , where Y is the name of the Karta”. Bids/applications by HUFs will be considered at par with Bids/applications from individuals. Bids by FPIs In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments in Equity Share Capital by a single FPIs or an investor group (which means multiple entities registered as foreign portfolio investors and directly and indirectly having common ownership of more than 50% or common control) must be below 10% of our post-Offer Equity Share capital on a fully diluted basis. Further, in terms of the applicable FEMA Rules the total holding by each FPI or an investor group cannot exceed 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis, as applicable and the aggregate holdings of all the FPIs, including any other direct and indirect foreign investments in our Company, shall not exceed 24% of the total paid-up Equity Share capital on a fully diluted basis, as applicable. In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the capital of an Indian entity is subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple entities registered as foreign portfolio investors and directly or indirectly, having common ownership of more than 50% or common control)) shall be below 10% of our post-Offer equity share capital of our Company on a fully diluted basis. In case the total holding of an FPI or investor group increase 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 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 Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Our Company has increased the aggregate limit of investment by non-resident Indians in the Company from 10% to 24% of the paid-up equity share capital by a resolution of our Board dated January 29, 2026 and a resolution by our Shareholders dated February 2, 2026. In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. 445In 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 BRLMs, reserve the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents ([●] in colour). FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions specified under the FEMA Rules and as specified by the GoI from time to time 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. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative instruments, directly or indirectly, only if it complies with the following conditions: (a) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified by SEBI; and (d) such other conditions as may be specified by SEBI from time to time. An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI Regulations (as mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred, are pre-approved by the FPI. Bids by following FPIs, submitted with the same PAN shall be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that ultize the multiple investment manager structure in accordance with the Operational Guidelines for FPI and Designated Depository Participants issued to facilitate implementation of SEBI FPI Regulations (such structure referred to as “MIM Structure” provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids: • FPIs which utilise the multi investment manager structure; • Offshore derivative instruments 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). Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and indicate the name of their respective investment managers in such confirmation. In the absence of such compliance from the relevant FPIs 446with the operational guidelines for FPIs and designated Collecting Depository Participants issued to facilitate implementation of SEBI FPI Regulations, such multiple Bids shall be rejected. Participation of FPIs in the Offer shall be subject to the FEMA Rules. There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other categories for the purpose of allocation. Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture Capital Investors The SEBI AIF Regulations, as amended prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital funds which have not re- registered as AIFs under the SEBI AIF Regulations shall continue to be regulated by the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 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. The SEBI FVCI Regulations as amended prescribe the investment restrictions on FVCIs. The Category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A Category III AIF cannot invest more than 10% of its investible funds in one investee company. A VCF registered as a Category I AIF, cannot invest more than 33% of its investible funds , in certain specified instruments, including by way of subscription to an initial public offering of a venture capital undertaking, whose shares are proposed to be listed. The holding in any company by any individual VCF registered with SEBI should not exceed 25% of the corpus of the VCF. An FVCI can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified instruments, which includes subscription to an initial public offering of a venture capital undertaking or an investee company (as defined under the SEBI AIF Regulations) whose shares are proposed to be listed. Participation of AIFs, VCFs and FVCIs shall be subject to the FEMA Rules. For details, see “Restrictions on Foreign Ownership of Indian Securities” on page 458. 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, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with BRLMs, reserves the right to reject any Bid without assigning any reason thereof. Bids by banking companies In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee is required to be attached to the Bid cum Application Form, failing which our Company in consultation with BRLMs, reserve 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, as per the last audited balance sheet or a subsequent balance sheet, whichever is less. Further, the aggregate investment in the subsidiary and other entities engaged in financial and non-financial services cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee company if: (a) the investee company is engaged in non-financial activities in which banking companies are permitted to engage under the Banking Regulation Act or (b) the additional acquisition is through restructuring of debt, or to protect the bank’s interest on loans / investments made to a company, provided that the bank is required to submit a time-bound action plan for disposal of such shares (in this sub-clause (b)) within a specified period to the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30% of the paid-up share capital of the investee company, investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended. 447Bids by SCSBs SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular read with the SEBI circular nos. CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations. 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 Bids. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company in consultation with BRLMs, reserves the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 (“IRDA Investment Regulations”), and are based on investments in the equity shares of a company, the entire group of the investee company and the industry sector in which the investee company operates. Bidders are advised to refer to the IRDA Investment Regulations for specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time. Bids by Systematically Important Non-Banking Financial Companies In case of Bids made by NBFC-SI, a certified copy of (i) the certificate of registration issued by the RBI, (ii) a certified copy of its last audited financial statements on a standalone basis and a net worth certificate from its Statutory Auditor, and such other approval as may be required by the NBFC-SI companies, and (iii) such other approval as may be required by the Systemically Important NBFCs must be attached to the Bid-cum Application Form. Failing this, our Company in consultation with BRLMs, reserve the right to reject any Bid, without assigning any reason thereof. 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 be prescribed by RBI from time to time. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹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 Section 3(1) 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 BRLMs, in their absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions that our Company in consultation with the BRLMs, may deem fit. Bids by provident funds / pension funds In case of Bids made by provident funds / pension funds, subject to applicable laws, with minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund / pension fund must be attached to the Bid cum Application Form. Failing this, our Company in consultation with BRLMs reserve the right to reject any Bid, without assigning any reason therefor. 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 to be made available for the Anchor Investor Portion at the offices of the BRLMs. 448(b) The Bids are required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million. (c) 33.33% of the Anchor Investor Portion shall be reserved for Domestic Mutual Funds; and 6.67% of the Anchor Investor Portion shall be reserved for Life Insurance Companies and Pension Funds, subject to valid Bids being received from Domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified may be allocated 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 in consultation with the BRLMs will finalise allocation to the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion is not less than minimum of 2 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 a minimum of five Anchor Investors and a maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is above ₹2,500 million and an additional 15 Anchor Investors for every additional ₹2,500 million or part thereof, subject to a minimum allotment of ₹50.00 million per Anchor Investor (f) Allocation to Anchor Investors is required to be completed on the Anchor Investor Bid / Offer Period. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation will be made, is required to be made available in the public domain by the BRLMs 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) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 90 days from the date of Allotment, while 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. (i) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the and BRLMs) can apply in the Offer under the Anchor Investor Portion. (j) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered as multiple Bids. (k) 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. For more information, please read the General Information Document. The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the Book Running Lead Managers are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the Red Herring Prospectus, when filed. Bidders are advised to make their independent investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under applicable laws or regulation and as specified in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus, when filed. In accordance with RBI regulations, OCBs cannot participate in the Offer. Information for Bidders The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated / Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he / she shall surrender the earlier 449Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/or the BRLMs are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. Pre-Offer and Price Band Advertisement Subject to Section 30 of the Companies Act, our Company will, after filing the Red Herring Prospectus with the RoC, publish a pre-Offer and price band advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of [●] (a widely circulated English language national daily newspaper) and, all editions of [●] (a widely circulated Hindi language national daily newspaper and, Hindi also being the regional language of Delhi, where our Registered and Corporate Office is located. Our Company shall, in the pre-Offer and price band advertisement state the Bid / Offer Opening Date, the Bid / Offer Closing Date and the QIB Bid / Offer Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. Signing of Underwriting Agreement and filing of Prospectus with the RoC Our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters on or after the determination of the Offer Price. After signing the Underwriting Agreement, our Company will file the Prospectus with the RoC. The Prospectus would have details of the Offer Price, Anchor Investor Offer Price, Offer size and underwriting arrangements and would be complete in all material respects. 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. Retail Individual Investors can revise or withdraw their Bid(s) until the Bid / Offer Closing Date. Anchor Investors are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding Date. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals; 2. Ensure that you have Bid within the Price Band; 3. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders Bidding using the UPI Mechanism) in the Bid cum Application Form (with maximum length of 45 character) and such ASBA account belongs to you and no one else. UPI Bidders using the UPI Mechanism must mention their correct UPI ID (with maximum length of 45 character) and shall use only his / her own bank account which is linked to such UPI ID; 4. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank account, where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries; 5. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019. An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected; 6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; 7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized form only; 4508. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with Syndicate, Sub-Syndicate Members, Registered Brokers, RTA or CDP; 9. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account holder, as the case may be) and the signature of the First Bidder is included in the Bid cum Application Form; 10. UPI Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and not with any other Designated Intermediary; 11. Ensure that they have correctly signed the authorisation / undertaking box in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB or Sponsor Bank(s), as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; 12. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; 13. Ensure that the name(s) given in the Bid cum Application Form is / are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names; 14. Bidders should ensure that they receive the Acknowledgment Slip or the acknowledgement number duly signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application Form; 15. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries; 16. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 17. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of a SEBI circular 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 a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, and (iii) any other category of Bidders, including without limitation, multilateral / bilateral institutions, which may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; 18. Ensure that the Demographic Details are updated, true and correct in all respects; 19. 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; 20. 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; 21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant documents are submitted; 22. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian laws; 23. UPI Bidders Bidding using the UPI Mechanism, should ensure that they approve the UPI Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner; 45124. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN available in the Depository database, then such Bids are liable to be rejected; 25. 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; 26. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise the MIM structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. 27. In case of QIBs and NIIs (other than for Anchor Investor and UPI Bidder), ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in); 28. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or have otherwise provided an authorization to the SCSB or the Sponsor Bank(s), as applicable via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of the Bid; 29. UPI Bidders Bidding using the 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 authorization of the mandate using his / her UPI PIN, the UPI Bidder shall be deemed to have verified the attachment containing the application details of the UPI Bidder Bidding using the UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank(s) to issue a request to block the Bid Amount mentioned in the Bid Cum Application Form in his / her ASBA Account; 30. UPI 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; 31. UPI Bidders Bidding 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 Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in his / her account and subsequent debit of funds in case of allotment in a timely manner; 32. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the ASBA Account; 33. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs. 34. Ensure that ASBA bidders shall ensure that bids above ₹ 0.50 million, are uploaded only by the SCSBs; 35. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the Bid / Offer Closing Date. 36. Investors must ensure that their PAN is linked with Aadhaar ID and are in compliance with Central Board of Direct Taxes notification dated February 13, 2020, press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 or in the list displayed on SEBI’s website is liable to be rejected. Don’ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price; 4523. Do not Bid on another Bid cum Application Form, , the Anchor Investor Application Form after you have submitted a Bid to a Designated Intermediary; 4. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest; 5. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 6. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 7. Do not submit the Bid for an amount more than funds available in your ASBA account; 8. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary only; 9. Bids by HUFs not mentioned correctly as provided in “- Bids by HUFs” on page 445; 10. Anchor Investors should not Bid through the ASBA process; 11. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding Centers; 12. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 13. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 14. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors); 15. 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 the Red Herring Prospectus; 16. If you are a QIB, do not submit your Bid after 3.00 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); 17. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 18. If you are a UPI Bidders using UPI Mechanism, do not submit more than one Bid cum Application Form for each UPI ID; 19. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹ 0.50 million; 20. Do not submit the General Index Register (GIR) number instead of the PAN; 21. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer; 22. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the relevant ASBA Account or in the case of UPI Bidders Bidding using the UPI Mechanism, in the UPI-linked bank account where funds for making the Bid are available; 23. 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 until the Bid / Offer Closing Date; 24. 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; 25. 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; 26. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are UPI Bidder, do not submit the ASBA Form directly with SCSBs; 45327. 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; 28. 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); 29. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder Bidding using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application and/or UPI handle that is not listed on the website of SEBI; 30. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; 31. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category; 32. Do not submit the Bid cum Application Form to any non-SCSB Bank or our Company; 33. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in case of Bids submitted by UPI Bidders using the UPI Mechanism); and 34. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹500,000 35. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile applications which is not mentioned in the list provided on the SEBI website is liable to be rejected 36. Do not Bid if you are an OCB. For helpline details of the Book Running Lead Managers pursuant to the SEBI ICDR Master Circular read with the SEBI circular bearing reference number SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), see “General Information – Book Running Lead Managers” on page 75. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Grounds for Rejection In addition to the grounds for rejection of Bids as provided in the GID, Bidders are requested to note that Bids could be rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; 3. Bids submitted on a plain paper; 4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; 5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor Bank(s)); 6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; 7. Bids submitted without the signature of the First Bidder or sole Bidder; 8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; 9. ASBA Form by the UPI Bidders by using third party bank accounts or using third party linked bank account UPI IDs; 10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010; 11. GIR number furnished instead of PAN; 12. Bids by RIIs with Bid Amount of a value of more than ₹ 0.20 million (net of retail discount); 45413. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; 14. Bids accompanied by stock invest, money order, postal order or cash; and 15. Bids uploaded by QIBs and by Non-Institutional Investors after 4:00 p.m. on the Bid/ Offer Closing and Bids by RIIs after 5:00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchange. On the Bid/Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from Retail Individual Investors, after taking into account the total number of Bids received up to closure of timings for acceptance of Bid-cum-Application Forms as stated herein and as informed to the Stock Exchanges. In case of any pre-Offer or post Offer related issues regarding demat credit / refund orders / unblocking., investors shall reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the Company Secretary and Compliance Officer and the Registrar, see “General Information – Company Secretary and Compliance Officer” on page 74. 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 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to June 2021 Circular and SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), in case of delays in resolving investor grievances in relation to blocking / unblocking of funds. The BRLMs 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 BRLMs shall continue to coordinate with intermediaries involved in the said process. Names of entities responsible for finalising the basis of allotment in a fair and proper manner The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations. Method of Allotment as may be prescribed by SEBI from time to time Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer through the offer document except in case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Offer to public may be made for the purpose of making Allotment in minimum lots. The Allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional Investors and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum Allotment being equal to the minimum application size as determined and disclosed. The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to the availability of Equity Shares in Retail Individual Investor category, and the remaining available Equity Shares, if any, shall be Allotted on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors. The Equity Shares available for allocation to Non-Institutional Investors under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Investors shall be reserved for applicants with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non- Institutional Investors shall be reserved for applicants with an application size of more than ₹1.00 million, 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 Portion, and the remaining Equity Shares. Payment into Escrow Account(s) for Anchor Investors Our Company, in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom the Allotment Advice 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, RTGS, NACH or NEFT) to the Escrow Account(s). The payment instruments for payment into the Escrow Account(s) should be drawn in favour of: 455(i) In case of resident Anchor Investors: “[●]” (ii) 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 Bankers to the Offer and the Registrar to the Offer to facilitate collections from Anchor Investors. Allotment Advertisement Our Company, the BRLMs and the Registrar shall publish an allotment advertisement before commencement of trading, disclosing the date of commencement of trading in all editions of [●] (a widely circulated English language national daily newspaper) and, all editions of [●] (a widely circulated Hindi language national daily newspaper and, Hindi also being the regional language of Delhi, where our Registered and Corporate Office is located). Depository Arrangements The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite agreements had been signed amongst our Company, the respective Depositories and the Registrar to the Offer: • Tripartite agreement dated July 9, 2025, amongst our Company, NSDL and Registrar to the Offer. • Tripartite agreement dated July 4, 2025 amongst our Company, CDSL and Registrar to the Offer. Undertaking by our Company Our Company undertakes: (i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily; (ii) that if the Allotment is not made, refunds are not made to the Bidders or listing and trading approvals are not obtained within the prescribed time period under applicable law, the entire subscription amount received will be refunded / unblocked within the time prescribed under applicable law, failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period; (iii) that all steps will be taken for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days from the Bid / Offer Closing Date or such other time as may be prescribed; (iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the Offer by our Company; (v) that where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the Applicant within the time prescribed under applicable law, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; (vi) that if our Company does not proceed with the Offer after the Bid / Offer Closing Date but prior to Allotment, the reason thereof shall be given as a public notice within two days of the Bid / Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-Offer and price band advertisements were published. The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly; (vii) that if our Company in consultation with the BRLMs, withdraw the Offer after the Bid / Offer Closing Date, our Company shall be required to file a fresh draft offer document with SEBI, in the event our Company and/or the Selling Shareholders subsequently decide to proceed with the Offer thereafter; (viii) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor Investor Application Form from Anchor Investors; and (ix) that, except for any (a) allotment of Equity Shares to employees of our Company pursuant to exercise of stock options granted under the Pioneer Fil-Med Employee Stock Option Plan 2025; and (b) allotment of Equity Shares pursuant to the Pre-IPO Placement, no further issue of Equity Shares shall be made until the Equity Shares issued or offered through the Red Herring Prospectus are listed or until the Bid monies are refunded / unblocked in the ASBA Accounts on account of non-listing, under-subscription. 456Undertakings by the Selling Shareholders Each of the Selling Shareholders, severally and not jointly, undertakes the following in respect of itself as a Selling Shareholder, and its portion of the Offered Share: (i) that it is the legal and beneficial owner of, and have clear and marketable title to the Offered Shares; (ii) that it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer; (iii) that the Equity Shares being sold by it pursuant to the Offer are free and clear of any pre-emptive rights, liens, mortgages, charges, pledges or any other encumbrances and shall be in dematerialized form at the time of transfer; (iv) that it shall provide all reasonable co-operation as requested by our Company in relation to the completion of Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders to the extent of its Offered Shares; (v) that it shall deposit its Equity Shares offered for sale in the Offer in an escrow demat in accordance with the share escrow agreement to be executed between the parties to such share escrow agreement; and (vi) that it will provide such reasonable support and extend such reasonable cooperation as may be required by our Company and the BRLMs in redressal of such investor grievances that pertain to its Offered Shares. Each of the Selling Shareholders have, severally and not jointly, authorized the Company Secretary and Compliance Officer of our Company and the Registrar to the Offer to redress any complaints received from Bidders in respect of its portion of the Offered Shares in the Offer for Sale. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who – (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹1.00 million or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1.00 million or one per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹5.00 million or with both. Utilisation of Offer Proceeds Our Board certifies that: • 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; • details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any part of the Fresh Issue proceeds remains unutilized, under an appropriate head in the balance sheet of our Company indicating the purpose for which such monies have been utilized; and • details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in the balance sheet indicating the form in which such unutilized monies have been invested. 457RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known as Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI Policy, which is effect from October 15, 2020, which subsumes and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. FDI in companies engaged in sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid up share capital of such company under the automatic route, subject to compliance with certain prescribed conditions. For further details, see “Key Regulations and Policies” on page 240. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank or fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Offer Period. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI policy and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. In terms of the FEMA Rule and the FDI Policy, a person resident outside India may make investments into India, subject to certain terms and conditions, and further provided that an entity of a country, which shares land border with India or where the beneficial owner of an investment into India, who is situated in or is a citizen of any such country, shall invest only with the 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 above restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government of India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of the Government is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval along with a copy thereof within the Offer Period. Foreign Exchange Laws The foreign investment in our Company is governed by, inter-alia, the FEMA, the FEMA Rules, the FDI Policy issued and amended by way of press notes. Pursuant to the FDI Policy, FDI of up to 100% is permitted under the automatic route in our Company. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Policy and such transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI and RBI. As per the existing policy of the Government, OCBs cannot participate in the Offer. For further details, see “Offer Procedure” on page 438. The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and unless so registered, may not be offered or sold within the United States, except pursuant 458to 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 only outside the United States in ‘offshore transactions’ in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this 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. 459SECTION XI – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our Company. The main provisions of the Articles of Association of our Company are detailed below. No material clause of the Articles of Association having bearing on the Offer or the disclosures required in this Draft Red Herring Prospectus has been omitted. As on the date of this Draft Red Herring Prospectus, the provisions of the Articles of Association of our Company are in compliance with the Companies Act, 2013. PRELIMINARY 1. The regulations contained in Table F of Schedule I of the Companies Act, 2013 as amended and the exemptions (from time to time) granted, issued or notified by any governmental authority shall apply to the Company so far as they are applicable to a public company, and to the extent not inconsistent with these Articles. 2. The regulations for the management of the Company and for the observance by 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 resolution as prescribed or permitted by the Companies Act, 2013 as amended from time to time, be such as are contained in these Articles. 1. DEFINITIONS AND INTERPRETATION In these Articles, the following words and expressions, unless repugnant to the subject, shall mean the following: a. “Act” means the Companies Act, 2013 and the rules framed thereunder, including 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. “Annual General Meeting” means the annual general meeting of the Company convened and held in accordance with the Act. c. “Articles of Association” or “Articles” mean these articles of association of the Company, as may be altered from time to time in accordance with the Act. d. “Board’ or Board of Directors” means the board of directors of the Company in office at applicable times. e. “Chairman” or “Chairperson” means a Director designated as the Chairman or Chairperson of the Company by the Board of Directors for the time being. f. Company” means Pioneer Fil-Med Limited, a company incorporated under the laws of India. g. “Depository” means a depository, as defined in clause (e) of sub-section (I) of Section 2 of the Depositories Act, 1996 and a company formed and registered under the Companies Act, 2013 and which has been granted a certificate of registration under sub-section (I A) of Section 12 of the Securities and Exchange Board of India Act, 1992. h. “Director” shall mean any director of the Company, including alternate directors, independent directors and nominee directors appointed in accordance with and the provisions of these Articles. i. “Shares” means the Equity shares and Preference shares of the Company unless otherwise mentioned. j. “Equity Shares” shall mean the issued, subscribed and fully paid-up equity shares of the Company as per the Memorandum of Association. k. “Exchange” shall mean BSE Limited and the National Stock Exchange of India Limited. l. “Extraordinary General Meeting” means an extraordinary general meeting of the Company convened and held in accordance with the Act. m. “General Meeting” means any duly convened meeting of the shareholders of the Company and any adjournments thereof. n. “IPO” means the initial public offering of the Equity Shares of the Company. 460o. “Member” means the duly registered holder from time to time, of the shares of the Company and includes the subscribers to the Memorandum of Association and in case of shares held by a Depository, the beneficial owners whose names are recorded as such with the Depository. p. “Memorandum” or “Memorandum of Association” means the memorandum of association of the Company, as may be altered from time to time, in accordance with the Act. q. “Office” means the registered office, for the time being, of the Company. r. “Officer” shall have the meaning assigned thereto by the Act. s. “Ordinary Resolution” shall have the meaning assigned thereto by the Act. t. Register of Members” means the register of members to be maintained pursuant to the provisions of the Act and the register of beneficial owners pursuant to Section 11 of the Depositories Act. 1996. in case of shares held in a Depository; and u. “Special Resolution” shall have the meaning assigned thereto by the Act. Except where the context requires otherwise, these Articles will be interpreted as follows: a. headings are for convenience only and shall not affect the construction or interpretation of any provision of these Articles. b. where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings. c. words importing the singular shall include the plural and vice versa. d. all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders. e. the expressions “hereof, “herein” and similar expressions shall be construed as references to these Articles as a whole and not limited to the particular Article in which the relevant expression appears. f. the ejusdern generis (of the same kind) rule will not apply to the interpretation of these Articles. Accordingly, include and including will be read without limitation. g. any reference to a person includes any individual, firm, corporation, partnership, company, trust, association, joint venture, government (or agency or political subdivision thereof) or other entity of any kind, whether or not having separate legal personality. A reference to any person in these Articles shall, where the context permits, include such person’s executors, administrators, heirs, legal representatives and permitted successors and assigns. h. a reference to any document (including these Articles) is to that document as amended, consolidated, supplemented, novated or replaced from time to time. i. 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 Ministry of Corporate Affairs. j. a reference to a statute or statutory provision includes, to the extent applicable at any relevant time: i. that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision; and ii. any subordinate legislation or regulation made under the relevant statute or statutory provision. k. references to writing include any mode of reproducing words in a legible and non-transitory form and; l. references to Rupees, Rs., /VR, fare references to the lawful currency of India. m. save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. 461SHARE CAPITAL AND VARIATION OF RIGHTS 2. AUTHORISED SHARE CAPITAL The authorised share capital of the Company shall be such amount, divided into such class(es), denomination(s) and number of shares in the Company as stated in Clause V of the Memorandum of Association, with power to increase or reduce such capital from time to time and power to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, convertible, deferred, qualified, or other special rights, privileges, conditions or restrictions and to vary, modify or abrogate the same in such manner as may be determined by or in accordance with the Articles, subject to the provisions of applicable law for the time being in force. 3. NEW CAPITAL PART OF THE EXISTING CAPITAL Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise. 4. KINDS OF SHARE CAPITAL The Company may issue the following kinds of shares in accordance with these Articles, the Act and other applicable laws: a. Equity Share capital: i. with voting rights; and or ii. with differential rights as to dividend, voting or otherwise in accordance with the Act; and b. Preference share capital. 5. SHARES AT THE DISPOSAL OF THE DIRECTORS Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the control of the Board of Directors who may issue, allot or otherwise dispose of all or any of such shares to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit and with the sanction of the Company in General Meeting give to any person the option or right to call for any shares either at par or at a premium during such time and for such consideration as the Board of Directors think fit. 6. CONSIDERATION FOR ALLOTMENT The Board of Directors may issue and allot shares of the Company as payment in full or in part, for any property assets purchased by the Company or in respect of goods sold or transferred or machinery or appliances supplied or for services rendered to the Company in the acquisition and or in the conduct of its business and any shares which may be so allotted may be issued as fully paid up shares and if so issued shall be deemed as fully paid up shares. 7. SUB-DIVISION, CONSOLIDATION AND CANCELLATION OF SHARE CAPITAL Subject to the provisions of the Act, the Company in its General Meetings may by an Ordinary Resolution, from time to time: a. increase the share capital by such sum to be divided into shares of such amount as it thinks expedient. b. sub-divide or consolidate its shares, or any of them, and the resolution whereby any share is subdivided may determine that as between the holders of the shares resulting from such sub-division one or more of such shares have some preference or special advantage in relation to dividend, capital or otherwise as compared with the others. c. cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. d. 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; and 462e. convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination. f. The cancellation of Shares under point (c) above shall not be deemed to be a reduction of the authorised share capital. 8. FURTHER ISSUE OF SHARES 8.1. Where at any time the Board or the Company, as the case may be propose to increase the subscribed capital by the issue of further shares then such shares shall be offered, subject to the provisions of section 62 of the Act and the rules made thereunder: a. i. to the persons who at the date of the offer are holders of the Equity Shares of the Company, in proportion as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the conditions mentioned in (ii) to (iv) below. ii. The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days (or such lesser number of days as may be prescribed under applicable law) and not exceeding thirty days from the date of the offer, within which the offer if not accepted, shall be deemed to have been declined. Provided that the notice shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue. iii. The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice referred to in sub-clause (ii) shall contain a statement of this right. iv. After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that the person declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not disadvantageous to the Members and the Company. b. to employees under any scheme of employees’ stock option subject to Special Resolution passed by the shareholders of the Company and subject to the rules and such other conditions, as may be prescribed under applicable law; or c. to any person(s) if it is authorised by a Special Resolution, whether or not those persons include the persons referred to in Article 8.1 (a) or Article 8.1 (b) above 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 such conditions as may be prescribed under the Act and the rules made thereunder; provided that in respect of issue of shares as aforesaid, subsequent to listing of the equity shares of the Company on the Exchange(s) pursuant to the IPO. The price of the shares shall be determined in accordance with applicable provisions of regulations made by Securities and Exchange Board of India and or other applicable laws and the requirement for determination of price through valuation report of a registered valuer under the Act and the rules made thereunder shall not be applicable unless otherwise required under the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. 8.2. Nothing in Article 8.1(a)(iii) shall be deemed: a. To extend the time within which the offer should be accepted; or b. To authorize any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation. 8.3. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert such debentures or loans into shares in the Company or to subscribe for shares of the Company. Provided that the terms of issue of such debentures or loans containing such an option have been approved before the issue of such debentures or the raising of such loans by a Special Resolution passed by the Company in a General Meeting. 4638.4. Notwithstanding anything contained in Article 8.3 hereof, where any debentures have been issued, or loan has been obtained from any government by the Company, and if that government considers it necessary in the public interest so to do, it may by order, direct that such debentures or loans or any part thereof shall be converted into shares in the Company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion. Provided that where the terms and conditions of such conversion are not acceptable to the Company, it may within sixty days from the date of communication of such order, appeal to National Company Law Tribunal which shall after hearing the Company and the Government pass such order as it deems fit. A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the rules made thereunder. 9. ISSUE OF FURTHER SHARES NOT TO AFFECT RIGHTS OF EXISTING MEMBERS The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari-passu therewith. 10. RIGHT TO CONVERT DEBENTURES AND LOANS INTO CAPITAL Notwithstanding anything contained in sub-clauses(s) of Article 8 above, but subject, however, to the provisions of the Act. The Company may increase its subscribed capital on exercise of an option attached to the debentures or loans raised by the Company to convert such debentures or loans into shares or to subscribe for shares in the Company. 11. ALLOTMENT ON APPLICATION TO BE ACCEPTANCE OF SHARES Any application signed by or on behalf of an applicant 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 on the Register of Members, shall, for the purpose of these Articles, be a Member. 12. RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT The Board shall observe the restrictions as regards allotment of shares to the public contained in the Act and as regards return on allotments, the Directors shall comply with applicable provisions of the Act. 13. MONEY DUE ON SHARES TO BE A DEBT TO THE COMPANY 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 inscription of the name of allottee in the Register 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. 14. INSTALLMENTS ON SHARES If by the conditions of allotment of any shares, whole or part of the amount or issue price thereof shall be payable by installments, every such installment shall, when due. be paid to the Company by the person who. for the time being and from time to time, shall be the registered holder of the share or his legal representative. 15. MEMBERS OR HEIRS TO PAY UNPAID AMOUNTS 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 these Articles require or fix for the payment thereof. 16. VARIATION OF SHAREHOLDERS’ RIGHTS a. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to the shares of any class (unless otherwise provided by the terms of issue of the shares of that class) may subject to provisions of the Act and whether or not the Company is being wound up be varied with the consent in writing of the holders of not less than three-fourth of the issued shares of that class or with the sanction of 464a Special Resolution passed at a separate meeting of the holders of the issued shares of that class, as prescribed by the Act. b. Subject to the provisions of the Act to every such separate meeting, the provisions of these Articles relating to meeting shall mutatis mutandis apply. 17. PREFERENCE SHARES a. Redeemable Preference Shares The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have the power to issue on a cumulative or non-cumulative basis, preference shares liable to be redeemed in any manner permissible under the Act and the Directors may subject to the applicable provisions of the Act exercise such power in any manner as they deem fit and provide for redemption of such shares on such terms including the right to redeem at a premium or otherwise as they deem fit. b. Convertible Redeemable Preference Shares The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have power to issue on a cumulative or non-cumulative basis convertible redeemable preference shares liable to be redeemed in any manner permissible under the Act and the Directors may subject to the applicable provisions of the Act exercise such power as they deem fit and provide for redemption at a premium or otherwise and or conversion of such shares into such securities on such terms as they may deem fit. c. Compulsorily Convertible Preference Shares The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have power to issue on a cumulative or non-cumulative basis compulsorily convertible preference shares, subject to the applicable provisions of the Act exercise such power as they deem fit and provide for conversion of such shares into such securities on such terms as they may deem fit. 18. PAYMENTS OF INTEREST OUT OF CAPITAL The Company shall have the power to pay interest out of its capital on so much of the shares which have been issued for the purpose of raising money to defray the expenses of the construction of any work or building for the Company in accordance with the Act. 19. COMPROMISE ARRANGEMENTS AND AMALGAMATIONS Subject to the applicable provisions of the Act the Company is empowered to enter into any Schemes of Arrangement or compromises with its creditors and or members of the Company and/or any class of such creditors or members, including but not limited to hive-off or demerger of any of its business or units and also to amalgamate or cause itself to be amalgamated with any other person, firm or body corporate. SHARE CERTIFICATES 20. ISSUE OF SHARE CERTIFICATE Every Member shall be entitled, without payment, to one share certificate for all the shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as the Directors so determine) to several share certificates, each for one or more of such shares and the Company shall complete and have ready for delivery such share certificates, unless prohibited by any provision of law or any order of court, tribunal or other authority having jurisdiction, within two (2) months from the date of allotment, or within one (1) month of the receipt of application of registration of transfer, transmission, sub division, consolidation or renewal of any of its shares as the case maybe or within a period of six (6) months from the date of allotment in the case of any allotment of debenture. In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue more than one share certificate, and delivery of a share certificate for a share to one of several joint holders shall be sufficient delivery to all such joint holders. New share certificates shall also be issued in the event of consolidation or sub-division of shares of the Company. Every such share certificate shall be issued in the manner prescribed under Section 46 of the Act and the rules framed thereunder. Particulars of every share certificate issued shall be entered in the register of members against the name of the person, to whom it has been issued, indicating the date of issue. Every share certificate shall specify the shares to which it 465relates and the amount paid-up thereon and shall be signed by two Directors or by a Director and the company secretary, wherever the Company has appointed a company secretary. 21. RULES TO ISSUE SHAKE CERTIFICATES The Act shall be complied with in respect of the issue, reissue, renewal of share certificates and the format and signing of the share certificates and records of the share certificates issued shall be maintained in accordance with the said Act. 22. ISSUE OF NEW SHARE CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR DESTROYED If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a new share certificate may be issued in lieu thereof, and if any share certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of such indemnity as the Company deem adequate, being given, a new share certificate in lieu thereof shall be given to the parts entitled to such lost or destroyed share certificate. Even share certificate under the Article shall be issued upon on payment of INR 20 for each share certificate. Provided that notwithstanding what is stated above, the Directors shall comply with such rules or regulation or requirements of any Exchanges or the rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other act or rules applicable in this behalf. The provision of this Article shall mutatis mutandis apply to debentures of the Company. UNDERWRITING & BROKERAGE 23. COMMISSION FOR PLACING SHARES, DEBENTURES, ETC. a. Subject to the provisions of the Act and other applicable laws, the Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) to any shares or debentures of the Company or underwriting or procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares or debentures of the Company and provisions of the Act shall apply. b. The rate or amount of the commission shall not exceed the rate or amount prescribed in the Act. c. The Company may also, in any issue, pay such brokerage as may be lawful. d. The commission max be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other. LIEN 24. COMPANY’S LIEN ON SHARES / DEBENTURES The Company shall subject to applicable law have a first and paramount lien: a. on every share debenture (not being a fully paid share debenture) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called, or payable at a fixed time, in respect of that share debenture and no equitable interest in any share shall be created upon the footing and condition that this Article will have full effect; and b. on all shares debentures (not being fully paid shares debentures) standing registered in the name of a single person, for all monies presently payable by him or his estate to the Company. Unless otherwise agreed, the registration of transfer of shares debentures shall operate as a waiver of the Company’s lien, if any on such shares debentures. Provided that the Board may at any time declare any share debenture to be wholly or in part to be exempt from the provisions of this Article. c. the fully paid up shares shall be free from all lien and in the case of partly paid up shares the Company’s lien shall be restricted to moneys called or pay able at a fixed time in respect of such shares. 25. LIEN TO EXTEND TO DIVIDENDS ETC. The Company’s lien, if any, on a share shall extend to all dividends or interest, as the case may be. payable and bonuses declared from time to time in respect of such shares debentures. 46626. ENFORCING LIEN BY SALE The Company may sell, in such manner as the Board thinks fit any shares on which the Company has a lien: Provided that no sale shall be made— a. unless a sum in respect of which the lien exists is presently payable; or b. until the expiration of fourteen (14) day’s 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. No Member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the Company has exercised any right of lien. 27. VALIDITY OF SALE To give effect to any such sale, the Board may authorise any person to execute an instrument of transfer for the shares sold to right purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer. The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings with reference to the sale. 28. VALIDITY OF COMPANY’S RECEIPT The receipt of the Company for the consideration (if any) given for the share on the sale thereof shall (if necessary, to execution of an instrument of transfer or a transfer by relevant system, as the case maybe) constitute a good title to the share and the purchaser shall be registered as the holder of the share. 29. APPLICATION OF SALE PROCEEDS The proceeds of any such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently pay able and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the shares at the date of the sale. 30. OUTSIDER’S LIEN NOT TO AFFECT COMPANY’S LIEN In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless required by law) be bound to recognize any equitable or other claim to. or interest in. such share on the part of any other person, whether a creditor of the registered holder or otherwise. The Company’s lien shall prevail notwithstanding that it has received notice of any such claim. 31. PROV ISIONS AS TO LIEN TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC. The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities, including debentures, of the Company. CALLS ON SHARES 32. BOARD TO HAVE RIGHT TO MAKE CALLS ON SHARES The Board may subject to the provisions of the Act and any other applicable law from time to time, make such call as it thinks lit upon the Members in respect of all moneys unpaid on the shares (where there on account of the nominal value of the shares or by 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. A call may be revoked or postponed at the discretion of the Board. The power to call on shares shall not be delegated to any other person except with the approval of the shareholders’ in a General Meeting. 33. NOTICE FOR CALL Each Member shall, subject to receiving at least fourteen (14) days’ notice specifying the time or times and place of payment, pay to the Company. at the time or times and place so specified, the amount called on his shares. 467The Board may from time to time, at its discretion, extend the time fixed for the payment of any call in respect of one or more Members as the Board may deem appropriate in any circumstances. 34. CALL WHEN MADE The Board of Directors may when making a call by resolution, determine the date on which such call shall be deemed to have been made, not being earlier than the date of resolution making such call, and thereupon the call shall be deemed to have been made on the date so determined and if no such date is so determined a call shall be deemed to have been made at the date when the resolution authorizing such call was passed at the meeting of the Board and may be required to be paid in installments. 35. LIABILITY OF JOINT HOLDERS FOR A CALL The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 36. CALLS TO CARRY INTEREST If a Member fails to pay any call due from him on the day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at the rate of ten percent or such other lower rate as shall from time to time be fixed by the Board but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such Member. The Board shall be at liberty to waive payment of any such interest wholly or in part. 37. DUES DEEMED TO RECALLS Any sum which by the terms of issue of a share becomes pay able on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these Articles, be deemed to be a call duly made and pay able on the date on which by the terms of issue such sum becomes payable. 38. EFFECT OF NON-PAYMENT OF SUMS In case of non-payment of such sum all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 39. PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST The Board a. may if it thinks fit 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 agreed upon between the Board and the Member paying the sum in advance. Nothing contained in this Article shall confer on the Member (i) any right to participate in profits or dividends; or (ii) any voting rights in respect of the moneys so paid by him until the same would, but for such payment, become presently pay able by him. 40. PROVISIONS AS TO CALLS TO APPLY MUTATIS MUTANDIS TO DEBENTURES. ETC. The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities, including debentures, of the Company. FORFEITURE OF SHARES 41. BOARD TO HAVE A RIGHT TO FORFEIT SHARES If a Member fails to pay any call, or installment of a call or any money due in respect of any share, on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of the call or installment remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on him requiring payment of so much of the call or installment 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. NOTICE FOR FORFEITURE OF SHARES The notice aforesaid shall: 468a. name a further day (not being earlier than the expiry of fourteen days from the date of services 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. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. 43. RECEIPT OF PART AMOUNT OR GRANT OF INDULGENCE NOT TO AFFECT FORFEITURE Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any shares nor any part payment or satisfaction thereof nor the receipt by the Company of a portion of any money which shall from time to time be due from any Member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of payment of any such money shall preclude the forfeiture of such shares as herein provided. There shall be no forfeiture of unclaimed dividends before the claim becomes barred by law. 44. FORFEITED SHARE TO BE THE PROPERTY OF THE COMPANY Any share forfeited in accordance with these Articles, shall be deemed to be the property of the Company and may be sold, re-allocated or otherwise disposed of either to the original holder thereof or to any other person upon such terms and in such manner as the Board thinks fit. 45. ENTRY OF FORFEITURE IN REGISTER OF MEMBERS When any share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting Member and any entry of the forfeiture with the date thereof, shall forthwith be made in the Register of Members but no forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry as aforesaid. 46. MEMBER TO BE LIABLE EVEN AFTER FORFEITURE A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay and shall pay to the Company all monies which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares. All such monies payable shall be paid together with interest thereon at such rate as the Board may determine, from the time of forfeiture until payment or realization, the Board may if it thinks tit. but without being under any obligation to do so. enforce the payment of the w hole or any portion of the monies due without any allowance for the value of the shares at the time of forfeiture or waive payment in whole or in part. The liability of such person shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares. 47. EFFECT OF FORFEITURE The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest in and all claims and demands against the Company, in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles expressly saved. 48. CERTIFICATE OF FORFEITURE A duly verified declaration in writing that the declarant is a Director, the manager or the secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. 49. TITLE OF PURCHASER AND TRANSFEREE OF FORFEITED SHARES The Company may receive the consideration, if any given for the share on any sale, re-allotment or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of. The transferee shall thereupon be registered as the holder of the share and the transferee shall not be bound to see to the application of the purchase money, if any nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share. 50. VALIDITY OF SALES Upon any sale after forfeiture or for enforcing a lien in exercise of the 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 469to be entered in the Register of Members in respect of the shares sold and after his name has been entered in the Register of Members in respect of such shares the validity of the sale shall not be impeached by any person. 51. CANCELLATION OF SHARE CERTIFICATE IN RESPECT OF FORFEITED SHARES Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the share certificate(s), if any originally issued in respect of the relative shares shall (unless the same shall on demand by the Company has been previously surrendered to it by the defaulting Member) stand cancelled and become null and void and be of no effect, and the Board shall be entitled to issue duplicate share certificates) in respect of the said shares to the person(s) entitled thereto. 52. BOARD ENTITLED TO CANCEL FORFEITURE The Board may at any time before any share so forfeited shall have been sold, reallotted or otherwise disposed of. cancel the forfeiture thereof upon such conditions at it thinks fit. 53. SURRENDER OF SHARE CERTIFICATES The Board may subject to the provisions of the Act, accept a surrender of any share from or by any Member desirous of surrendering them on such terms as they think fit. 54. SUMS DEEMED TO BE CALLS The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes pay able 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. 55. PROVISIONS AS TO FORFEITURE OF SHARES TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC. The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other securities, including debentures, of the Company. TRANSFER AND TRANSMISSION OF SHARES 56. INSTRUMENT OF TRANSFER a. A common form for transfer of Shares shall be used. b. There shall be no restrictions whatsoever on the transactions in relation to shares including transfer of shares between any members or granting of rights or creating an encumbrance on shares by one member in favour of another member. The instrument of transfer shall be in writing and all provisions of Section 56 of the Act and the Rules framed thereunder, and of any statutory modification thereof for the time being and the applicable SEBI Regulations shall be duly complied with in respect of all transfers of Shares and the registration thereof. c. In accordance with provisions of Section 29 of the Act read with the Rules made thereto and in accordance with the provisions of the Depositories Act 1996 every holder of Equity Shares of the Company who intends to transfer the Equity Shares held by him. shall get such Equity shares dematerialized before the transfer. d. The transfer of Equity Shares and other securities of the Company shall be in accordance with the provisions contained in the Depositories Act 1996 and the Rules made thereunder. e. The Board shall have power on giving not less than 7 (seven) days previous notice by advertisement in a vernacular newspaper and in an English newspaper having wide circulation in the city, town or village in which the Office of the Company is situated, and publishing the notice on the website as may be notified by the Central Government and on the website of the Company, to close the transfer books, the Register of Members and or Register of Debenture- holders at such time or times and for such period or periods, not exceeding 30 (thirty) days at a time and not exceeding in the aggregate 45 (forty-five) days in each year as it may deem expedient. f. Subject to the provisions of Sections 58 and 59 of the Act these Articles and other applicable provisions of the Act or any other Law for the time being in force, the Board may refuse, whether in pursuance of any power of the Company under these Articles or otherwise. to register the transfer of. or transmission of securities by operation of law or the right to any securities or interest of a member in the Company. The 470Company shall, within 30 (thirty) days or the intimation of such transmission was delivered to the Company send a notice of refusal to the person giving intimation of such transmission giving reasons for such refusal. g. Subject to the applicable provisions of the Act and these Articles, the Board shall have the absolute and uncontrolled discretion to refuse to register a Person entitled by transmission to any shares or his nominee as if he were the transferee named in any ordinary transfer presented for registration, and shall not be bound to give any reason for such refusal and in particular may also decline in respect of shares upon which the Company has a lien. h. That registration of 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 Issuer on any account whatsoever. i. In case of the death of any one or more shareholders named in the Register of Members as the joint holders of any shares, the survivors shall be the only shareholder or shareholders recognized by the Company as having any title to or interest in such shares, but nothing therein 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. j. The executors or administrators or holder of the succession certificate or the legal representatives of a deceased Shareholder, (not being one of two or more joint-holders), shall be the only shareholders recognized by the Company as having any title to the shares registered in the name of such shareholder, and the Company shall not be bound to recognize such executors or administrators or holders of succession certificate or the legal representatives unless such executors or administrators or legal representatives shall have first obtained probate or letters of administration or succession certificate, as the case may be. from a duly constituted court in India, provided that the Board may in its absolute discretion dispense with production of probate or letters of administration or succession certificate, upon such terms as to indemnity or otherwise as the Board may in its absolute discretion deem fit and may under Article 58 of these Articles register the name of any person w ho claims to be absolutely entitled to the shares standing in the name of a deceased shareholder, as a shareholder. k. No fee shall be charged by the Company in respect of the registration of transfer, transmission of shares, or for registration of any power of attorney, probate, letters of administration and succession certificate, certificate of death or marriage or other similar documents, sub division and/or consolidation of shares and debentures and sub-divisions of letters of allotment, renounceable letters of right and split, consolidation, renewal and genuine transfer receipts into denomination corresponding to the market unit of trading. l. The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof, (as show n or appearing in the Register of Members), to the prejudice of a person or persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had any notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice or referred thereto, in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice, and give effect thereto if the Board shall so think fit. 57. TRANSFERS NOT PERMITTED No share shall in any circumstances be transferred to any minor insolvent or a person of unsound mind, except fully paid shares through a legal guardian. 58. TRANSMISSION OF SHARES Subject to the provisions of Articles, any Person becoming entitled to shares in consequence of the death, lunacy, bankruptcy of any member or members, or by any lawful means other than by a transfer in accordance with these Articles, may with the consent of the Board, (which it shall not be under any obligation to give), upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article, or of his title, as the Board thinks sufficient, either be registered himself as the holder of the shares or elect to have some Person nominated by him and approved by the Board, registered as such holder; provided nevertheless, that if such Person shall elect to have his nominee registered, he shall testily the election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so. he shall not be freed from any liability in respect of the shares. 47159. RIGHTS ON TRANSMISSION A Person becoming entitled to a share by reason of the death or insolvency of a member shall be entitled to the same Dividends and other advantages to which he would be entitled if he were the registered holder of the shares, except that he shall not. before being registered as a member in respect of the shares, be entitled to exercise any right conferred by membership in relation to meetings of the Company. Provided that the Directors shall, at any time, give notice requiring any such Person to elect either to be registered himself or to transfer the shares, and if such notice is not complied with within 90 (Ninety) days, the Directors may thereafter withhold payment of all Dividends, bonuses or other monies pay able in respect of the shares until the requirements of the notice have been complied with. 60. SHARE CERTIFICATES TO BE SURRENDERED Before the registration of a transfer, the certificate or certificates of the share or shares to be transferred must be delivered to the Company along with (save as provided in the Act) properly stamped and executed instrument of transfer. 61. COMPANY NOT LIABLE TO NOTICE OF EQUITABLE RIGHTS The Company shall incur no liability or responsibility whatever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register) to the prejudice of persons having or claiming any equitable rights, title or interest in the said shares, notwithstanding that the Company may have had notice of such equitable rights referred thereto in any books of the Company and the Company shall not be bound by or required to regard or attend to or give effect to any notice which may be given to it of any equitable rights, title or interest or be under any liability whatsoever for refusing or neglecting to do so though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so think fit. 62. TRANSFER AND TRANSMISSION OF DEBENTURES The provisions of these Articles, shall, mutatis mutandis. apply to the transfer of or the transmission by law of the right to any securities including, debentures of the Company. ALTERATION OF CAPITAL 63. RIGHTS TO ISSUE SHARE WARRANTS The Company may issue share warrants subject to and in accordance with provisions of the Act. The Board may in its discretion, with respect to any share which is fully paid up on application in writing signed by the person registered as holder of the share, and authenticated by such evidence (if any) as the Board may from time to time require as to the identity of the person signing the application, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require having been paid, issue a warrant. 64. BOARD TO MAKE RULES The Board may from time to time, make rules as to the terms on which it shall think fit a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction. 65. SHARES MAY BE CONVERTED INTO STOCK Where shares are converted into stock: a. the holders of stock may transfer the same or any part thereof in the same manner as. and subject to the same 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 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. 472c. such of the 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. 66. REDUCTION OF CAPITAL The Company may by a Special Resolution as prescribed by the Act reduce in any manner and in accordance with the provisions of the Act— a. its share capital; and or b. any capital redemption reserve account: and or c. any share premium account and in particular without prejudice to the generality of the foregoing power may be; (i) extinguishing or reducing the liability on any of its shares in respect of share capital not paid up; (ii) either with or without extinguishing or reducing liability on any of its shares, cancel paid up share capital which is lost or is unrepresented by available assets; or (iii) either with or without extinguishing or reducing liability on any of its shares, pay off any paid up share capital which is in excess of the wants of the Company; and may if and so far as is necessary. alter its Memorandum, by reducing the amount of its share capital and of its shares accordingly. 67. DEMATERIALISATION OF SECURITIES a. Notwithstanding anything contrary contained in these Articles and subject to provisions of the Act and Applicable law, the Company shall: i. Issue Equity shares and other securities only in dematerialized form. ii. Facilitate the dematerialization of existing securities. b. The Company. before making any offer for issue or buy back or bonus issue or rights offer of Equity shares or other securities in accordance with the provisions of the Act shall ensure that before making any such issue or buy back or bonus issue or rights offer, the entire holding of Equity Shares and other Securities of the Promoters, Directors, Key Managerial Personnel, has been dematerialized in accordance with provisions of the Depositories Act 1996 and regulations made there under. c. Every existing holder of any Equity Shares or securities of the Company, who subscribes to further issue of Equity Shares or securities of the Company, whether by way of private placement or bonus shares or rights issue or otherwise, shall ensure that his entire holding of Equity Shares and other Securities are held in dematerialized form before such subscription. d. Every existing holder of any Equity Shares or securities of the Company, who intends to transfer Equity Shares or other Securities of the Company, shall get such Equity Shares or other Securities dematerialized before such transfer. e. Notwithstanding anything contained in these Articles but subject to the provisions of Law, the Company shall be entitled rematerialize its Securities held in the dematerialized form. f. Where the Equity Shares and other Securities of the Company are issued and held in dematerialized form, the rights and obligations of the holders of Equity Shares and other Securities and other parties concerned and matters connected therewith or incidental thereof, shall be governed by the provisions of the Depositories Act 1996 as amended from time to time or any statutory modification thereto or re-enactment thereof. g. If a holder opts to hold his Securities in dematerialized form through a Depository, then notwithstanding anything to the contrary contained in these Articles the Company shall intimate such Depository the details of allotment of the Securities and on receipt of the information, the Depository shall enter in its record the name of the allottee as the Beneficial Owner of the Securities. h. Securities in Depositories to be in fungible form: All Securities held by a Depository shall be dematerialized and be held in fungible form. Nothing contained in Sections 88, 89 and 186 of the Act shall apply to a Depository in respect of the Securities held by it on behalf of the Beneficial Owners. i. Rights of Depositories & Beneficial Owners: 473i. Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall be deemed to be the Registered Owner for the purposes of effecting transfer of ownership of Securities on behalf of the Beneficial Owner. ii. Save as otherwise provided in (i) above, the Depository as the Registered Owner of the Securities shall not have any voting rights or any other rights in respect of the Securities held by it. iii. Every person holding shares of the Company and whose name is entered as the Beneficial Owner in the records of the Depository shall be deemed to be a member of the Company. iv. The Beneficial Owner of Securities shall, in accordance with the provisions of these Articles and the Act be entitled to all the rights and subject to all the liabilities in respect of his Securities, which are held by a Depository. j. Except as ordered by a court of competent jurisdiction or as may be required by Law required and subject to the applicable provisions of the Act the Company shall be entitled to treat the person whose name appears on the Register as the holder of any share or whose name appears as the Beneficial Owner of any share in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or equity. equitable contingent, future, partial interest, other claim to or interest in respect of such shares or (except only as by these Articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto in accordance with these Articles, on the part of any other person whether or not it has expressed or implied notice thereof but the Board shall at their sole discretion register any share in the joint names of any two or more persons or the survivor or survivors of them. k. Transfer of Securities: i. Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of Securities effected by transferor and transferee both of whom are entered as Beneficial Owners in the records of a Depository. ii. In the case of transfer or transmission of shares or other marketable Securities where the Company has not issued any certificates and w here such shares or Securities are being held in any electronic or fungible form in a Depository, the provisions of the Depositories Act shall apply. l. Allotment of Securities dealt with in a Depository: Notwithstanding anything in the Act or these Articles, where Securities are dealt with by a Depository. The Company shall intimate the details of allotment of relevant Securities thereof to the Depository immediately on allotment of such Securities. m. Certificate Number and other details of Securities in Depository: All the provisions in the Act or these Articles regarding the necessity to have certificate number distinctive numbers for Securities issued by the Company shall not apply to Securities held with a Depository. n. Provisions of Articles to apply to Shares held in Depository: Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls, lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in Depository so far as they apply to shares held in physical form subject to the provisions of the Depositories Act. 68. BUY BACK OF SHARES Notwithstanding anything contained in these Articles, but subject to all applicable provisions of the Act or any other law for the time being in force, the Company may purchase its own shares or other specified securities GENERAL MEETINGS 69. ANNUAL GENERAL MEETINGS a. The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meeting in that year. b. An Annual General Meeting of the Company shall be held in accordance with the provisions of the Act. 47470. EXTRAORDINARY GENERAL MEETINGS All General Meetings other than the Annual General Meeting shall be called “Extraordinary General Meeting”. Provided that, the Board may whenever it thinks fit call an Extraordinary General Meeting. 71. EXTRAORDINARY MEETINGS ON REQUISITION The Board shall, on the requisition of Members, convene an Extraordinary General Meeting of the Company in the circumstances and in the manner provided under the Act. 72. NOTICE FOR GENERAL MEETINGS All General Meetings shall be convened by giving not less than clear twenty one (21) days’ notice, in such manner as is prescribed under the Act specifying the place, date and hour of the meeting and a statement of the business proposed to be transacted at such a meeting, in the manner mentioned in the Act Notice shall be given to all the Members and to such persons as are under the Act and or these Articles entitled to receive such notice from the Company but any accidental omission to give notice to or non-receipt of the notice by any Member or other person to whom it should be given shall not invalidate the proceedings of any General Meetings. The Members may participate in General Meetings through such modes as permitted by applicable laws. 73. SHORTER NOTICE ADMISSIBLE Upon compliance with the relevant provisions of the Act an Annual General Meeting or any General Meeting may be convened by giving a shorter notice of less than twenty one (21) days. 74. CIRCULATION OF MEMBERS’ RESOLUTION The Company shall comply with provisions of Section 111 of the Act as to giving notice of resolutions and circulating statements on the requisition of Members. 75. SPECIAL AND ORDINARY BUSINESS a. Subject to the provisions of the Act, all business shall be deemed special that is transacted at the Annual General Meeting with the exception of declaration of any dividend, the consideration of financial statements and reports of the Directors and auditors, the appointment of Directors in place of those retiring and the appointment of and fixing of the remuneration of the auditors. In case of any other meeting, all business shall be deemed to be special. b. In case of special business as aforesaid, an explanatory statement as required under the applicable provisions of the Act shall be annexed to the notice of the meeting. 76. QUORUM FOR GENERAL MEETING The quorum of the General Meeting shall be as required under the Act or the applicable law for the time being in force prescribes, personally present shall be quorum for a General Meeting and no business shall be transacted at any General Meeting unless the requisite quorum is present at the commencement of the meeting. 77. TIME FOR QUORUM AND ADJOURNMENT Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting, a quorum is not present, the meeting, if called upon the requisition of Members, shall be cancelled and in any other case, it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine. If at the adjourned meeting also a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be quorum and may transact the business for which the meeting was called. 78. CHAIRMAN OF GENERAL MEETING The chairman, if any, of the Board of Directors shall preside as chairman at every General Meeting of the Company. 79. ELECTION OF CHAIRMAN Subject to the provisions of the Act, if there is no such chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Directors present shall 475elect another Director as chairman and if no Director be present or if all the Directors decline to take the chair, then the Members present shall choose a Member to be the chairman. 80. ADJOURNMENT OF MEETING Subject to the provisions of the Act, the chairman of a General Meeting may with the consent given in the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn that meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When the meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as nearly to the original meeting, as may be possible. Save as aforesaid and as provided in Section 103 of the Act, it shall not be necessary to give any notice of adjournment of the business to be transacted at an adjourned meeting. 81. VOTING AT MEETING At any General Meeting, a demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than that on which a poll has been demanded. The demand for a poll may be withdrawn at any time by the person or persons who made the demand. Further, no objection shall be raised to the qualification of any voter except at the General Meeting or adjourned General Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairperson of the General Meeting, whose decision shall be final and conclusive. 82. DECISION BY POLL If a poll is duly demanded in accordance with the provisions of the Act, it shall be taken in such manner as the chairman directs and the results of the poll shall be deemed to be the decision of the meeting on the resolution in respect of which the poll was demanded. 83. CASTING VOTE OF CHAIRMAN In case of equal votes, where there on a show of hands or on a poll, the chairman of the General Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled to as a Member. 84. PASSING RESOLUTIONS BY POSTAL BALLOT a. Notwithstanding any of the provisions of these Articles, the Company may and in the case of resolutions relating to such business as notified under the Act to be passed by postal ballot, shall get any resolution passed by means of a postal ballot, instead of transacting the business in the General Meeting of the Company. b. Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures as prescribed under the Act. c. If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot, it shall be deemed to have been duly passed at a General Meeting convened in that behalf. VOTE OF MEMBERS 85. VOTING RIGHTS OF MEMBERS Subject to any rights or restrictions for the time being attached to any class or classes of shares: a. On a show of hands every Member holding Equity Shares and present in person shall have one vote. b. On a poll, every Member holding Equity Shares therein shall have voting rights in proportion to his share in the paid up Equity Share capital. c. A Member may exercise his vote at a meeting by electronic means in accordance with the Act and shall vote only once. 86. VOTING BY JOINT-HOLDERS In case of joint holders, the vote of first named of such joint holders in the Register of Members who tender a vote whether in person or by proxy shall be accepted, to the exclusion of the votes of other joint holders. 47687. VOTING BY MEMBER OF UNSOUND MIND A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or legal guardian may on a poll, vote by proxy. 88. NO RIGHT TO VOTE UNLESS CALLS ARE PAID No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently pay able by him have been paid, or in regard to which the Company has lien and has exercised any right of lien. 89. VOTES IN RESPECT OF SHARES OF DECEASED OR INSOLVENT MEMBERS, ETC. Subject to the provisions of the Act and other provisions of these Articles, any person entitled under the Transmission Clause to any Shares may vote at any General Meeting in respect thereof as if he was the registered holder of such Shares, provided that at least forty eight (48) hours before the timing of holding the meeting or adjourned meeting, as the case may be at which he/she proposes to vote, he ‘ she shall duly satisfy’ the Board of his her right to such Shares unless the Board shall have previously admitted his her right to vote at such meeting in respect thereof Several executors or administrators of a deceased Member in whose name any Share is registered shall for the purpose of this Article be deemed to be Members registered jointly in respect thereof. 90. PROXY Any Member entitled to attend and vote at a General Meeting may do so either personally or through his constituted attorney or through another person as a proxy on his behalf, for that meeting. 91. INSTRUMENT OF PROXY An instrument appointing a proxy shall be in the form as prescribed under the Act for this purpose. The instrument appointing a proxy shall be in writing under the hand of appointer or of his attorney duly authorized in writing or if appointed by a body corporate under the hand of its officer or attorney duly authorized in writing by it. Any person whether or not he is a Member of the Company may be appointed as a proxy. The instrument appointing a proxy and power of attorney or other authority (if any) under which it is signed or a notarized copy of that power or authority must be deposited at the Office of the Company not less than forty eight (48) hours prior to the lime fixed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or in case of a poll, not less than twenty four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. 92. VALIDITY OF PROXY A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no intimation in writing of such death, insanity. revocation or transfer shall have been received by the Company at its Office before the commencement of the meeting or adjourned meeting at which the proxy is used. 93. CORPORATE MEMBERS Any corporation which is a Member of the Company may by resolution of its Board of Directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company and the said person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could have exercised if it were an individual Member of the Company (including the right to vote by proxy). DIRECTOR 94. NUMBER OF DIRECTORS a. Unless otherwise determined by General Meeting, the number of Directors shall not be less than three (3) and not more than fifteen (15) and at least one (1) Director shall be resident of India in the previous year. Provided that the Company may appoint more than fifteen (15) Directors after passing a Special Resolution. 477b. The Board of the Company shall include such number of independent Directors as prescribed under Applicable Law (“Independent Directors”). c. The first Directors of the Company shall be: 1. Sushil Kumar Jain; and 2. Anil Kumar Agarwal 95. SHARE QUALIFICATION NOT NECESSARY Any person whether a Member of the Company or not may be appointed as Director and no qualification by way of holding shares shall be required of any Director. 96. ADDITIONAL DIRECTORS Subject to the provisions of the Act the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the Articles. Any such additional director shall hold office only up to the date of the upcoming Annual General Meeting, unless his/her appointment is regularized by the shareholders in such Annual General Meeting. 97. ALTERNATE DIRECTORS a. The Board may appoint a person, not being a person holding any alternate directorship for any other Director in the Company, to act as an alternate director for a Director during his absence for a period of not less than 3 (three) months from India (hereinafter in this Article called the (“Original Director”)). b. An alternate director shall not hold office for a period longer than that permissible to the Original Director in w hose place he has been appointed and shall vacate the office if and when the Original Director returns to India. If the term of office of the Original Director is determined before he returns to India the automatic re- appointment of retiring directors in default of another appointment shall apply to the Original Director and not to the alternate director. 98. APPOINTMENT OF DIRECTOR TO FILL A CASUAL VACANCY If the office of any Director appointed by the Company in General Meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may be filled by the Board of Directors at a meeting of the Board which shall be subsequently approved by Members in the immediate next General Meeting. The Director so appointed shall hold office only up to the date which the Director in whose place he is appointed would have held office if it had not been vacated. 99. REMUNERATION OF DIRECTORS a. A Director (other than a managing Director or whole-time Director) may receive a sitting fee not exceeding such sum as may be prescribed by the Act or the Central Government from time to time for each meeting of the Board of Directors or any committee thereof attended by him. The remuneration of Directors including managing Director and or w hole-time Director may be paid in accordance with the applicable provisions of the Act. b. The Board of Directors may allow and pay or reimburse any Director who is not a bona fide resident of the place where a meeting of the Board or of any committee is held and who shall come to such place for the purpose of attending such meeting or for attending its business at the request of the Company, such sum as the Board may consider fair compensation fortravelling, and out-of-pocket expenses and if any Director be called upon to go or reside out of the ordinary place of his residence on the Company’s business he shall be entitled to be reimbursed any travelling or other expenses incurred in connection with the business of the Company. c. The managing Directors whole-time Directors shall be entitled to charge and be paid for all actual expenses, if any which they may incur for or in connection with the business of the Company. They shall be entitled to appoint part time employees in connection with the management of the affairs of the Company and shall be entitled to be paid by the Company any remuneration that they may pay to such part time employees. 478100. REMUNERATION FOR EXTRA SERVICES If any Director, being willing, shall be called upon to perform extra services or to make any special exertions (which expression shall include work done by Director as a Member of any committee formed by the Directors) in going or residing away from the town in which the Office of the Company may be situated for any purposes of the Company or in giving any special attention to the business of the Company or as member of the Board, then subject to the provisions of the Act the Board may remunerate the Director so doing either by a fixed sum. or by a percentage of profits or otherwise and such remuneration, may be either in addition to or in substitution for any other remuneration to which he may be entitled. 101. CONTINUING DIRECTOR MAY ACT The continuing Directors mas act notwithstanding any vacancy in the Board, but if the number is reduced below three, the continuing Directors or Director may act for the purpose of increasing the number of Directors to three or for summoning a General Meeting of the Company, but for no other purpose. 102. VACATION OF OFFICE OF DIRECTOR The office of a Director shall be deemed to have been vacated under the circumstances enumerated under Act. ROTATION AND RETIREMENT OF DIRECTOR 103. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR Save as otherwise expressly provided in the said Act and these Articles, not less than two-thirds of the total number of directors shall be persons whose period of office is liable to determination by retirement by rotation at the Annual General Meeting of the Company to be held in every year, one third of such of the Directors as are liable to retire by rotation for time being, or. if their number is not three or a multiple of three then the number nearest to one third shall retire from office. Provided nevertheless that the managing director Whole- Time Director appointed or the Directors appointed as a nominee director under Articles hereto shall not retire by rotation under this Article nor shall they be included in calculating the total number of Directors of whom one third shall retire from office under this Article. 104. RETIRING DIRECTORS ELIGIBLE FOR RE-ELECTION A retiring Director shall be eligible for re-election and the Company, at the Annual General Meeting at which a Director retires in the manner aforesaid, may fill up the vacated office by electing a person thereto. 105. WHICH DIRECTOR TO RETIRE The Directors to retire in even year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lots. 106. POWER TO REMOVE DIRECTOR BY ORDINARY RESOLUTION Subject to the provisions of the Act the Company may by an Ordinary Resolution in General Meeting, remove any Director before the expiration of his period of office after giving him a reasonable opportunity of being heard and may by an Ordinary Resolution, appoint another person instead. Provided that an independent director re-appointed for second term under the provisions of the Act shall be removed by the Company only by passing a Special Resolution and after giving him a reasonable opportunity of being heard. 107. DIRECTORS NOT LIABLE FOR RETIREMENT The Company in General Meeting may when appointing a person as a Director declare that his continued presence on the Board of Directors is of advantage to the Company and that his office as Director shall not be liable to be determined by retirement by rotation for such period until the happening of any event of contingency set out in the said resolution. 108. DIRECTOR FOR COMPANIES PROMOTED BY THE COMPANY Directors of the Company may be or become a director of any company promoted by the Company or in which it may be interested as vendor, shareholder or otherwise and no such Director shall be accountable for any benefits received as a director or member of such company subject to compliance with applicable provisions of the Act. 479PROCEEDINGS OF BOARD OF DIRECTORS 109. MEETINGS OF THE BOARD a. The Board of Directors shall meet at least once in every three (3) months with a maximum gap of one hundred and twenty (120) days between two (2) meetings of the Board for the conduct of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in accordance with the Act provided that at least four (4) such meetings shall be held in every year. Place of meetings of the Board shall be at a location determined by the Board at its previous meeting, or if no such determination is made, then as determined by the chairman of the Board. b. The chairman may at any time, and the secretary or such other Officer of the Company as may be authorised in this behalf on the requisition of Director shall at any time summon a meeting of the Board. Notice of at least seven (7) days in writing of every meeting of the Board shall he given to every Director and every alternate Director at their address registered with the Company, provided always that a meeting may be convened by a shorter notice to transact urgent business subject to the condition that at least one independent director, if any shall be present at the meeting and in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one independent director, if any. c. The notice of each meeting of the Board shall include (i) the date and time for the proposed meeting; (ii) the venue for the proposed meeting; and (iii) an agenda setting out the business proposed to be transacted at the meeting. d. To the extent permissible by applicable law. the Directors may participate in a meeting of the Board or any committee thereof, through electronic mode, that is by way of video conferencing or other, audio visual electronic communication facility. The notice of the meeting must inform the Directors regarding the availability of participation through video conferencing. Any Director participating in a meeting through the use of video conferencing shall be counted for the purpose of quorum. 110. QUESTIONS AT BOARD MEETING HOW DECIDED Questions arising at any time at a meeting of the Board shall be decided by majority of votes and in case of equality of votes, the Chairman, in his absence the Vice Chairman or the Director presiding shall have a second or casting vote. 111. QUORUM Subject to the provisions of the Act, the quorum for a meeting of the Board shall be one third of its total strength (any fraction contained in that one-third being rounded off as one) or two Directors whichever is higher and the participation of the Directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum. At any time the number of interested Directors is equal to or exceeds two-thirds of total strength, the number of remaining Directors, that is to say the number of Directors who are not interested, present at the meeting being not less than two. shall be the quorum during such time. The total strength of the Board shall mean the number of Directors actually holding office as Directors on the date of the resolution or meeting, that is to say the total strength of Board after deducting there from the number of Directors, if any whose places are vacant at the time. The term ‘interested director’ means any Director whose presence cannot, by reason of applicable provisions of the Act be counted for the purpose of forming a quorum at meeting of the Board, at the time of the discussion or vote on the concerned matter or resolution. 112. ADJOURNED MEETING Subject to the provisions of the Act if within half an hour from the time appointed for a meeting of the Board, a quorum is not present, the meeting, shall stand adjourned to the same day in the next week at the same time and place or if that day is a national holiday, till the succeeding day which is not a national holiday at the same time and place or to such other day and at such other time and place as the Directors may determine. 113. ELECTION OFCHAIRMAN OF BOARD a. The Board may elect a chairman of its meeting and determine the period for which he is to hold office. b. If no such chairman is elected or at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting the Directors present may choose one among themselves to be the chairman of the meeting. 480114. POWERS OF DIRECTORS a. The Board may exercise all such powers of the Company and do all such acts and things as are not by the Act or any other applicable law. or by the Memorandum or by the Articles required to be exercised by the Company in a General Meeting, subject nevertheless to these Articles, to the provisions of the Act or any other applicable law and to such regulations being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in a General Meeting; but no regulation made by the Company in a General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. b. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case maybe, by such person and in such manner as the Board shall from time to time by resolution determine. 115. DELEGATION OF POWERS a. The Board may, subject to the provisions of the Act delegate any of its powers to committees consisting of such members of its body as it thinks fit. b. Any committee so formed shall, in the exercise of the power so delegated conform to any regulations that may be imposed on it by the Board. c. The Board shall from time to time form committees of the Board and the Board shall determine the composition of such committees based on the statutory requirements and the skill sets of the Directors seeking representation of the committees and may also nominate Chairperson of such committees. 116. ELECTION OF CHAIRMAN OF COMMITTEE a. Subject to Article 120 (a) committee may elect a chairman of its meeting. If no such chairman is elected or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be the chairman of the committee meeting. b. The quorum of a committee may be fixed by the Board of Directors. 117. QUESTIONS HOW DETERMINED a. A committee may meet and adjourn as it thinks proper. b. Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present as the case may be and in case of equality of vote, the chairman shall have a second or casting vote, in addition to his vote as a member of the committee. 118. VALIDITY OF ACTS DONE BY BOARD OR A COMMITTEE All acts done by any meeting of the Board, of a committee thereof, or by any person acting as a Director shall not withstanding 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 be as valid as if even such Director or such person has been duly appointed and was qualified to be a Director. 119. RESOLUTION BY CIRCULATION Save as otherwise expressly provided in the Act a resolution in writing circulated in draft together with the necessary papers, if any to all the Directors or to all the members of the committee then in India, at their addresses registered with the Company in India by hand delivery or by post or by courier, or through electronic means and approved by such of the Directors as are then in India and by a majority of such of them as are entitled to vote at the resolution shall be valid and effectual as if it had been a resolution duly passed at a meeting of the Board or committee duly convened and held. 120. MAINTENANCE OF FOREIGN REGISTER The Company may exercise the powers conferred on it by the Act with regard to the keeping of a foreign register; and the Board may (subject to the provisions of those Sections) make and vary such regulations as it may think fit respecting the keeping of any register. 481121. BORROWING POWERS a. Subject to the provisions of the Act and these Articles, the Board may from time to time at their discretion raise or borrow or secure the payment of any such sum of money for the purpose of the Company, in such manner and upon such terms and conditions in all respects as they think fit and in particular, by promissory notes or by receiving deposits and advances with or without security or by the issue of bonds, debentures, perpetual or otherwise, including debentures convertible into shares of this Company or any other company or perpetual annuities and to secure any such money so borrowed, raised or received, mortgage, pledge or charge the whole or any part of the property assets or revenue of the Company present or future, including its uncalled capital by special assignment or otherwise or to transfer or convey the same absolutely or in trust and to give the lenders powers of sale and other powers as may be expedient and to purchase, redeem or pay off any such securities; provided however, that the moneys to be borrowed, together with the money already borrowed by the Company apart from temporary loans obtained from the Company’s bankers in the ordinary course of business shall not, without the sanction of the Company by a Special Resolution at a General Meeting, exceed the aggregate of the paid up capital of the Company and its free reserves and securities premium. Provided that every Special Resolution passed by the Company in General Meeting in relation to the exercise of the power to borrow shall specify the total amount up to which money s may be borrowed by the Board of Directors. b. The Directors may by resolution at a meeting of the Board delegate the above power to borrow money otherwise than on debentures to a committee of Directors or managing Director or the manager or any principal officer of the company or in the case of a branch office of the company, the principal officer of the branch office or to any other person permitted by applicable law, if any, within the limits prescribed. c. To the extent permitted under the applicable law and subject to compliance with the requirements thereof, the Directors shall be empowered to grant loans to such entities at such terms as they may deem to be appropriate and the same shall be in the interests of the Company. d. Any bonds, debentures, debenture-stock or other securities may if permissible under applicable law be issued at a discount, premium or otherwise by the Company and shall with the consent of the Board be issued 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, and on the condition that they or any part of them may be convertible into Equity Shares of any denomination, and with any privileges and conditions as to the redemption, surrender, allotment of shares, attending (but not voting) in the General Meeting, appointment of Directors or otherwise. Provided that debentures with rights to allotment of or conversion into Equity Shares shall not be issued except with, the sanction of the Company in General Meeting accorded by a Special Resolution. 122. NOMINEE DIRECTORS a. Subject to the provisions of the Act so long as any moneys remain owing by the Company to Financial Institutions regulated by the Reserve Bank of India. State Financial Corporation or any financial institution owned or controlled by the Central Government or State Government or any Non-Banking Financial Company regulated by the Reserve Bank of India or any such company from whom the Company has borrowed for the purpose of carrying on its objects or each of the above has granted any loans or subscribes to the debentures of the Company or so long as any of the aforementioned companies or financial institutions hold or continue to hold debentures shares in the Company as a result of underwriting or by direct subscription or private placement or so long as any liability of the Company arising out of any guarantee furnished on behalf of the Company remains outstanding, and if the loan or other agreement with such institution corporation company (hereinafter referred to as the ‘Corporation”) so provides, the Corporation may . in pursuance of the provisions of any law for the time being in force or of any agreement, have a right to appoint from time to time any person or persons as a Director or Directors whole-time or non whole-time (which Director or Director s is are hereinafter referred to as “Nominee Directors/s”) on the Board of the Company and to remove from such office any person or person so appointed and to appoint any person or persons in his their place(s). b. The Nominee Director s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings. Board meetings and of the meetings of the committee of which Nominee Director/s is/are member/s as also the minutes of such Meetings. The Corporation shall also be entitled to receive all such notices and minutes. c. The Company may pay the Nominee Director’s sitting fees and reimbursement of expenses to which the other Directors of the Company are entitled, but if any other fees commission, monies or remuneration in any form is payable to the Directors of the Company the fees, commission, monies and remuneration in relation to such 482Nominee Director’s may accrue to the nominee appointer and same shall accordingly be paid by the Company directly to the Corporation. 123. REGISTER OF CHARGES The Directors shall cause a proper register to be kept, in accordance with the Act, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Act in regard to the registration of mortgages and charges therein specified. 124. MANAGING DIRECTOR(S) AND/OR WHOLE TIME DIRECTORS a. The Board may from time to time and in accordance with the applicable provisions of the Act, appoint one or more of the Directors to the office of the managing director and or whole-time directors for such term and subject to such remuneration, terms and conditions as they may think fit. b. The Directors may from time to time resolve that there shall be either one or more managing directors and or whole-time directors. c. In the event of any vacancy arising in the office of a managing director and/or w hole time director, the vacancy shall be filled by the Board of Directors subject to the approval of the Members. d. If a managing director and or whole-time director ceases to hold office as Director, he shall ipso facto and immediately cease to be managing director whole time director. e. The managing director and or whole-time director shall not be liable to retirement by rotation as long as he holds office as managing director or whole-time director. f. Notwithstanding anything contrary contained in the Articles of Association and in accordance with the applicable law. the Board of Directors shall have the power to appoint the same individual to hold and occupy both the positions, of the Chairman and of the Managing Director or Chief Executive Officer (CEO), in the Company. 125. POWERS AND DUTIES OF MANAGING DIRECTOR OR WHOLE-TIME DIRECTOR The managing director whole time director shall subject to the supervision, control and direction of the Board and subject to the provisions of the Act exercise such powers as are exercisable under these Articles by the Board of Directors, as they may think fit and confer such power for such time and to be exercised as they may think expedient and they may confer such power either collaterally with or to the exclusion of any such substitution for all or any of the powers of the Board of Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any such powers. The managing Directors whole time Directors may exercise all the powers entrusted to them by (he Board of Directors in accordance with the Board’s direction. 126. REIMBURSEMENT OF EXPENSES The managing Directors whole-time Directors shall be entitled to charge and be paid for all actual expenses, if any which they may incur for or in connection with the business of the Company. They shall be entitled to appoint part time employees in connection with the management of the affairs of the Company and shall be entitled to be paid by the Company any remuneration that they may pay to such part time employees. 127. CHIEF EXECUTIVE OFFICER. MANAGER. COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER Subject to the provisions of the Act: a. 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. b. A Director may be appointed as chief executive officer, manager, company secretary or chief financial officer. Further, an individual may be appointed or reappointed as the chairperson of the Company as well as the managing Director or chief executive officer of the Company at the same time. c. A provision of the Act or the Articles requiring or authorising a thing to be done by or to a Director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being 483done by or to the same person acting both as a Director and as or in place of chief executive officer, manager, company secretary or chief financial officer. DIVIDEND 128. COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. 129. INTERIM DIVIDENDS Subject to the provisions of the Act the Board may from time to time 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 appear to it to be justified by the profits of the company. 130. RIGHT TO DIVIDEND AND UNPAID OR UNCLAIMED DIVIDEND a. Where capital is paid in advance of calls, such capital, whilst carrying interest, shall not confer a right to dividend or to participate in the profits. b. Where the Company has declared a dividend but which has not been paid or claimed within thirty (30) days from the date of declaration, the Company shall within seven (7) days from the date of expiry of the said period of thirty (30) days, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of thirty (30) days, to a special account to be opened by the Company in that behalf in any scheduled bank to be called “Unpaid Dividend Account of Pioneer Fil-Med Limited”. c. The Company shall, within a period of ninety days of making any transfer of an amount under sub-section (1) to the Unpaid Dividend Account, prepare a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person and place it on the website of the company, if any and also on any other website approved by the Central Government for this purpose, in such form, manner and other particulars as may be prescribed. d. If any default is made in transferring the total amount referred to in sub-section (c) or any part thereof to the Unpaid Dividend Account of the company, it shall pay. from the date of such default, interest on so much of the amount as has not been transferred to the said account, at the rate of twelve per cent, per annum and the interest accruing on such amount shall ensure to the benefit of the members of the company in proportion to the amount remaining unpaid to them. e. Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed fora period of seven (7) years from the date of such transfer, shall be transferred by the Company to the fund known as Investor Education and Protection Fund established under the Act and the Company shall send a statement in the prescribed form of the details of such transfer to the authority’ which administers the said fund and that authority shall issue a receipt to the Company as evidence of such transfer f. No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by law. g. All other provisions under the Act will be complied with in relation to the unpaid or unclaimed dividend. 131. DIVISION OF PROFITS Subject to the rights of persons, if any entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. 132. DIVIDENDS TO BE APPORTIONED All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid: but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. 484133. RESERVE FUNDS a. The Board may before recommending any dividends, set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applied for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends and pending such application, may at the like discretion either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time think fit. b. The Board may also carry forward any profits when it may consider necessary not to divide without setting them aside as a reserve. 134. DEDUCTION OF ARREARS Subject to the Act, no Member shall be entitled to receive payment of any interest or dividend in respect of his share or shares whilst any money may be due or owing from him to the Company in respect of such share or shares of or otherwise howsoever whether alone or jointly with any other person or persons and the Board may deduct from any dividend payable to any Members all sums of money, if any presently payable by him to the Company on account of the calls or otherwise in relation to the shares of the Company. 135. RETENTION OF DIVIDENDS The Board may retain dividends payable upon shares in respect of which any person is. under Articles 55 to 68 hereinbefore contained, entitled to become a Member, until such person shall become a Member in respect of such shares. 136. RECEIPT OF JOINT HOLDER Any one of two or more joint holders of a share may give effective receipt for any dividends, bonuses or other moneys payable in respect of such shares. 137. DIV IDEND HOW REMITTED Any dividend, interest or other monies payable in cash in respect of shares may be paid by electronic mode or by cheque or warrant sent through the post directed to the registered address of the holder or. in the case of joint holders, to the registered address of that one of the joint holders who is first named on the Register of Members, or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made pay able to the order of the person to whom it is sent. 138. DIVIDENDS NOT TO BEAR INTEREST No dividends shall bear interest against the Company. 139. TRANSFER OF SHARES AND DIVIDENDS Subject to the provisions of the Act any transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer. CAPITALISATION OF PROFITS 140. CAPITALISATION OF PROFITS a. The Company in General Meeting, may on recommendation of the Board resolve: i. that it is desirable to capitalise any part of the amount for the time being standing to the credit of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution; and ii. that such sum be accordingly set free for distribution in the manner specified in the subclause (b) amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportions. b. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision below. either in or towards: 485i. paying up any amounts for the time being unpaid on shares held by such Members respectively: ii. paying up in full, unissued share of the Company to be allotted and distributed, credited as fully paid-up. to and amongst such Members in the proportions aforesaid: iii. partly in tire way specified in sub-clause b(i) and partly that specified in sub- clause b(ii); iv. a securities premium account and a capital redemption reserve account or any other permissible reserve account may be applied as permitted under the Act in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares; v. The Board shall give effect to the resolution passed by the Company in pursuance of these Articles. BONUS 141. POWER OF DIRECTORS FOR DECLARATION OF BONUS ISSUE a. Whenever such a resolution as aforesaid shall have been passed, the Board shall: i. make all appropriations and applications of the undivided profits reserves resolved to be capitalised thereby, and all allotments and issues of fully paid shares or other securities, if any; and ii. generally do all acts and things required to give effect thereto. b. The Board shall have full power: i. to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; and ii. 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 the profits resolved to be capitalized, of the amount or any parts of the amounts remaining unpaid on their existing shares. c. Any agreement made under such authority shall be effective and binding on such Members. ACCOUNTS 142. WHERE BOOKS OF ACCOUNTS TO BE KEPT The Books of Account shall be kept at the Office or at such other place in India as the Directors think fit in accordance with the applicable provisions of the Act. 143. INSPECTION BY DIRECTORS The books of account and books and papers of the Company, or any of them, shall be open to the inspection of Directors in accordance with the applicable provisions of the Act. 144. INSPECTION BY MEMBERS No Member (not being a Director) shall have any right of inspecting any account or books or documents of the Company except as conferred by law or authorised by the Board. SERVICE OF DOCUMENTS AND NOTICE 145. MEMBERS TO NOTIFY ADDRESS IN INDIA Each registered holder of shares from time to time notify in writing to the Company such place in India to be registered as his address and such registered place of address shall for all purposes be deemed to be his place of residence. 146. SERVICE ON MEMBERS HAVING NO REGISTERED ADDRESS 486If a Member has no registered address in India, and has not supplied to the Company any address within India, for the giving of the notices to him. a document advertised in a newspaper circulating in the region in which Office of the Company is situated shall be deemed to be duly served to him on the day on which the advertisement appears. 147. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF MEMBERS A document may be served by the Company on the persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in a prepaid letter addressed to them by name or by the title or representatives of the deceased, assignees of the insolvent by any like description at the address (if any ) in India supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by serving the document in any manner in which the same might have been served as if the death or insolvency had not occurred. 148. PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS Subject to the provisions of the Act and these Articles, notice of General Meeting shall be given: a. To the Members of the Company as provided by these Articles. b. To the persons entitled to a share in consequence of the death or insolvency of a Member. c. To the Directors of the Company. d. To the auditors for the time being of the Company; in the manner authorized by as in the case of any Member or Members of the Company. 149. NOTICE BY ADVERTISEMENT Subject to the provisions of the Act any document required to be served or sent by the Company on or to the Members, or any of them and not expressly provided for by these Articles, shall be deemed to be duly served or sent if advertised in a newspaper circulating in the district in which the Office is situated. 150. MEMBERS BOUND BY DOCUMENT GIVEN TO PREVIOUS HOLDERS Even person, who by the operation of law. transfer or other means whatsoever, shall become entitled to any shares, shall be bound by every document in respect of such share which, previously to his name and address being entered in the Register of Members, shall have been duly send on or sent to the person from whom he derived his title to such share. Any notice to be given by the Company shall be signed by the managing Director or by such Director or Secretary (if any) or Officer as the Directors may appoint. The signature to any notice to be given by the Company may be written or printed or lithographed. WINDING UP 151. Subject to the applicable provisions of the Act a. If the Company shall be wound up. the liquidator may with the sanction of a Special Resolution of the Company and any other sanction required by the Act. divide amongst the Members, in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not. b. For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. c. The liquidator may with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability. d. Any person who is or has been a Director or manager, their liability shall be in accordance with the provisions of the Act. 487152. APPLICATION OF ASSETS Subject to the provisions of the Act as to preferential payment the assets of the Company shall, on its winding up. be applied in satisfaction of its liabilities pari passu and subject to such application shall be distributed among the Members according to their rights and interests in the Company. INDEMNITY 153. DIRECTORS’ AND OTHERS’ RIGHT TO INDEMNITY Subject to the provisions of the Act every Director and Officer of the Company shall be indemnified by the Company against any liability incurred by him her including for defending any proceedings or claims or liabilities, whether civil or criminal. 154. INSURANCE The Company may take and maintain any insurance as the Board may 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 CLAUSE 155. SECRECY No Member shall be entitled to inspect the Company’s works without the permission of the managing director Directors or to require discovery of any information respectively and detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, history of trade or secret process which may be related to the conduct of the business of the Company and which in the opinion of the managing director Directors will be inexpedient in the interest of the Members of the Company to communicate to the public. GENERAL POWER 156. Wherever in the Act it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its Articles, then and in that case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry such transactions as have been permitted by the Act without there being any specific Article in dial behalf herein provided. 157. At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015. as amended (the “Listing Regulations”) or of the Act or of the Secretarial Standard issued by the Institute of Company Secretaries of India (“Secretarial Standards”), the provisions of the Listing Regulations or the Act or the Secretarial Standards shall prevail over the Articles to such extent and the Company shall discharge all of its obligations as prescribed under the Listing Regulations or the Act or the Secretarial Standards, from time to time. 488SECTION XII – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following documents and contracts (not being contracts entered into in the ordinary course of business carried on by our Company) which are, or may be deemed material, have been entered or to be entered into by our Company. These contracts and the documents for inspection referred to hereunder, copies of which will be attached to the copy of the Red Herring Prospectus filed with the RoC, may be inspected at our Registered and Corporate Office, from 10.00 a.m. to 5.00 p.m. on Working Days and will also be available on our website at https://pioneerfilmed.com/investors from the date of the Red Herring Prospectus until the Bid/Issue Closing Date (except for such documents or agreements executed after the Bid/Issue Closing Date). Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the Shareholders, subject to compliance with the provisions contained in the Companies Act and other relevant laws. Material contracts to the Offer 1. Offer Agreement dated March 29, 2026 entered into among our Company, the Selling Shareholders and the BRLMs; 2. Registrar Agreement dated March 29, 2026 entered into between our Company, the Selling Shareholders and the Registrar to the Offer; 3. Cash Escrow and Sponsor Bank(s) Agreement dated [●] entered into among our Company, the Selling Shareholders, the BRLMs, the Syndicate Members, Banker(s) to the Offer and the Registrar to the Offer; 4. Share Escrow Agreement dated [●] entered into among the Selling Shareholders, our Company and the Share Escrow Agent; 5. Syndicate Agreement dated [●] entered into among the members of the Syndicate, our Company, the Selling Shareholders and the Registrar to the Offer; 6. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders, the Registrar and the Underwriters; and 7. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring Agency. Material documents 1. Certified copies of our Memorandum of Association and Articles of Association, as amended until date; 2. Certificate of incorporation dated December 15, 1997 issued by the RoC, Delhi and Haryana; 3. Fresh certificate of incorporation dated February 14, 2025 issued by Registrar of Companies, Central Processing Centre, on February 14, 2025. 4. Board resolution of our Company dated January 29, 2026 authorizing the Offer and other related matters. 5. Resolution of Board of Directors dated March 9, 2026, taking on record the approval for the Offer for Sale by the Selling Shareholders. 6. Shareholders’ resolution dated February 2, 2026 authorising the Fresh Issue and other related matters. 7. Consent letters from the Selling Shareholders each dated March 5, 2026, for participation in the Offer for Sale. 8. Resolution of our Board dated March 29, 2026 approving this Draft Red Herring Prospectus; 9. Resolution dated March 29, 2026 passed by the Audit Committee approving the KPIs; 10. Resolution of the Board dated March 9, 2026 and the resolution adopted by our Shareholders dated March 12, 2026 in relation to terms of remuneration of Anil Kumar Aggarwal, our Managing Director. 11. Resolution of the Board dated March 9, 2026 and the resolution adopted by our Shareholders dated March 12, 2026 in relation to terms of remuneration of Rishabh Jain, our Whole-time Director. 48912. Resolution of the Board dated March 9, 2026, and the resolution adopted by our Shareholders dated March 12, 2026 in relation to terms of remuneration of Akshat Agarwal, our Whole-time Director. 13. Consent dated March 29, 2026 from SS Kothari Mehta & Co. LLP, Chartered Accountants, the Joint Statutory Auditor of our Company 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 Auditor, and in respect of their (i) examination report dated March 28, 2026 on the Restated Consolidated Financial Information; and (ii) the report dated March 29, 2026 on the statement of special tax benefits available to our Company and its shareholders and the Material Subsidiary under the direct and indirect tax laws in India, 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 March 29, 2026 from D A R P N and Company, Chartered Accountants 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 Auditor. 15. The examination report dated March 28, 2026 issued by SS Kothari Mehta & Co. LLP, Chartered Accountants, the Joint Statutory Auditor of our Company on the Restated Consolidated Financial Information, provided by SS Kothari Mehta & Co. LLP, the Joint Statutory Auditor of our Company. 16. Report issued by SS Kothari Mehta & Co. LLP, Chartered Accountants, the Joint Statutory Auditor of our Company, dated March 29, 2026 on the statement of special tax benefits available to our Company, our shareholders and the Material Subsidiary under the direct and indirect tax laws in India. 17. Certificate dated March 29, 2026, on the key performance indicators received from D A R P N and Company, Chartered Accountants, bearing firm registration number 016790C. 18. Certificate dated March 29, 2026, on the basis for offer price received from D A R P N and Company, Chartered Accountants, bearing firm registration number 016790C. 19. Certificate dated March 29, 2026, on weighted average price and cost of acquisition of Equity Shares by the Promoters, Promoter Group, the Selling Shareholders and other Shareholders received from D A R P N and Company, Chartered Accountants, bearing firm registration number 016790C. 20. Certificate dated March 29, 2026, on financial indebtedness as at the agreed cutoff date received from D A R P N and Company, Chartered Accountants, bearing firm registration number 016790C. 21. Certificate dated March 29, 2026, on employee stock option schemes received from D A R P N and Company, Chartered Accountants, bearing firm registration number 016790C. 22. Copies of annual reports of our Company as of and for the Fiscals 2025, 2024 and 2023; 23. Consents of the BRLMs, Registrar to the Offer, Bankers to our Company, Banker(s) to the Offer, Monitoring Agency Legal Counsel to our Company as to Indian Law, Syndicate Members, Directors and Company Secretary and Compliance Officer to act in their respective capacities; 24. Consent dated March 29, 2026 from the Practising Company Secretary, namely, Varun Sharma and Associates, having membership number F13276, 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 Companies Act, 2013, in respect of certificates issued by them in their capacity as the independent practising company secretary to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. 25. Consent dated March 29, 2026 from the Independent Chartered Engineer, namely, Karan Dhall having membership number AM150845-0 , to include his 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 Companies Act, 2013, in respect of certificates issued by him in his capacity as the independent chartered engineer to our Company, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. 26. Industry report titled “Railway Equipment & WTG Industry report” dated March 2026 prepared by 1Lattice and commissioned and paid for by our Company, available on our Company’s website at https://pioneerfilmed.com/investors. 49027. Share purchase and shareholders' agreement entered into between our Company, Vanaja Sundar Iyer, Avarjit Singh Birghi, and Sarabpreet Kaur, Pioneer Facor IT Infradevelopers Private Limited and Aztech India Private Limited, dated January 21, 2025, read with valuation report dated January 15, 2025. 28. Cost assessment reports each dated March 29, 2026, issued by the Independent Chartered Engineer, Karan Dhall having membership number AM150845-0. 29. Engagement letter dated August 18, 2025 entered into between the Company and 1Lattice for appointment of 1Lattice. 30. Consent letter dated March 26, 2026, issued by 1Lattice with respect to the report titled “Railway Equipment & WTG Industry report”. 31. Tripartite agreement dated July 9, 2025, among our Company, NSDL and Registrar to the Offer; 32. Tripartite agreement dated July 4, 2025, among our Company, CDSL and the Registrar to the Offer; 33. Due diligence certificate to SEBI from the BRLMs dated March 29, 2026; 34. In-principle listing approvals dated [●] and [●], from BSE and NSE, respectively; and 35. Final observations letter bearing number [●] dated [●] issued by SEBI. 491DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Sushil Kumar Jain (Chairperson and Non-Executive Director) Place: Delhi Date: March 29, 2026 492DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Anil Kumar Agarwal (Managing Director) Place: Delhi Date: March 29, 2026 493DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Rishabh Jain (Whole-time Director) Place: Delhi Date: March 29, 2026 494DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Akshat Agarwal (Whole-time Director) Place: Delhi Date: March 29, 2026 495DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Priya Mohpal (Independent Director) Place: Delhi Date: March 29, 2026 496DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Ramakant Pattanaik (Independent Director) Place: Delhi Date: March 29, 2026 497DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Ashok Gupta (Independent Director) Place: Delhi Date: March 29, 2026 498DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY Niraj Kumar (Independent Director) Place: Delhi Date: March 29, 2026 499DECLARATION I hereby declare that all relevant provisions of the Companies Act and the regulations and guidelines issued by the Government of India, or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY Brijesh Kumar (Chief Financial Officer) Place: Delhi Date: March 29, 2026 500DECLARATION We, Pioneer Facor IT Infradevelopers Private Limited, a Promoter Selling Shareholder, hereby certify that all statements, disclosures and undertakings made or confirmed by meus in this Draft Red Herring Prospectus in relation to ourselves, as a Promoter Selling Shareholder and our respective portion of the Offered Shares are true and correct. We assume no responsibility as a Promoter Selling Shareholder, for any other statements, disclosures and undertaking including, any of the statements made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. SIGNED BY THE PROMOTER SELLING SHAREHOLDER _________________________ For and on behalf of Pioneer Facor IT Infradevelopers Private Limited (Promoter Selling Shareholder) Name: Rishabh Jain Designation: Director Place: Delhi Date: March 29, 2026 501DECLARATION We, Aztech India Private Limited, a Promoter Group Selling Shareholder, hereby certify that all statements, disclosures and undertakings made or confirmed by meus in this Draft Red Herring Prospectus in relation to ourselves, as a Promoter Group Selling Shareholder and our respective portion of the Offered Shares are true and correct. We assume no responsibility as a Promoter Group Selling Shareholder, for any other statements, disclosures and undertaking including, any of the statements made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. SIGNED BY THE PROMOTER GROUP SELLING SHAREHOLDER _________________________ For and on behalf of Aztech India Private Limited (Promoter Group Selling Shareholder) Name: Anil Kumar Agarwal Designation: Director Place: Delhi Date: March 29, 2026 502

Pioneer Fil-Med Limited - DRHP <br><a href= 'https://www.sebi.gov.in/sebi_data/commondocs/apr-2026/Pioneer%20Fil-Med%20Limited-Draft%20Abridged%20Prospectus_p.pdf' target='_blank' style=color:#000000 >Pioneer Fil-Med Limited-Draft Abridged Prospectus</a>

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Pioneer Fil-Med Limited - DRHP <br><a href= 'https://www.sebi.gov.in/sebi_data/commondocs/apr-2026/Pioneer%20Fil-Med%20Limited-Draft%20Abridged%20Prospectus_p.pdf' target='_blank' style=color:#000000 >Pioneer Fil-Med Limited-Draft Abridged Prospectus</a>

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