R.K. STEEL MANUFACTURING COMPANY LIMITED

DRAFT RED HERRING PROSPECTUS Dated: September 30, 2025 (Please read section 32 of the Companies Act, 2013) (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue . (Please scan this QR code to view the DRHP) R.K. STEEL MANUFACTURING COMPANY LIMITED Corporate Identity Number: U24106TN2006PLC059519 REGISTERED OFFICE CORPORATE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE OFFICE No.5, Ground Floor, Branson N.A. S N Satiya Priya E-mail:compliance.officer@rksteel.co.in www.rksteel.co.in Garden Street, Kilpauk, Company Secretary and Compliance Officer Telephone: +044 3500 5351 Chennai, Perambur Purasawalkam, Tamil Nadu – 600 010, India OUR PROMOTERS: PRAMOD KUMAR BHALOTIA, ABHISHEK BHALOTIA, BEENA BHALOTIA AND MAYANK MARKETING PRIVATE LIMITED DETAILS OF THE ISSUE TYPE FRESH ISSUE OFFER FOR SALE TOTAL ISSUE SIZE ELIGIBILITYz SIZE SIZE Fresh Issue Up to 2,00,00,000 Nil Up to 2,00,00,000 This Issue is being made through the Book Building Process in Equity Shares Equity Shares accordance with Regulation 6(1) of the Securities and Exchange Board aggregating up to ₹ aggregating up to ₹ [●] of India (Issue of Capital and Disclosure Requirements) Regulations, [●] lakhs lakhs 2018, as amended (“SEBI ICDR Regulations”). For details in relation to share reservation amongst Qualified Institutional Buyers, Non- Institutional Bidders and Retail Individual Bidders, see “Issue Structure” on page 423. RISKS IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of the face value of the Equity Shares is ₹10 each of our Company. The Floor Price, Cap Price and Issue Price (as determined by our Company, in consultation with the Book Running Lead Manager (“BRLM”), in accordance with the SEBI ICDR Regulations and on the basis of the assessment of market demand for the Equity Shares of ₹10 each by way of the Book Building Process, as stated under “Basis for the Issue Price” on page 131) should not be considered to be indicative of the market price of the Equity Shares of face value ₹10 each after the Equity Shares of face value ₹10 each 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 Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by 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 37. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this Issue, which is material in the context of this Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. LISTING The Equity Shares, once offered through the Red Herring Prospectus are proposed to be listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). For the purpose of the Issue, [●] shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER Name of Book Running Lead Manager and Logo Contact Person Telephone and Email Mohit Baid/ Pooja Jadiya/ Shejal Panjwani Telephone: +91 87775 64648/ 99747 25159/ 877010 8839 E-mail: rksteel.ipo@gyrcapitaladvisors.in GYR CAPITAL ADVISORS PRIVATE LIMITED REGISTRAR TO ISSUE Name of Registrar Contact Person Telephone and Email Shanti Gopalkrishnan Telephone: +91 81081 14949 E-mail:rksteel.ipo@linkintime.co.in MUFG INTIME INDIA PRIVATE LIMITED (FORMERLY KNOWN AS LINK INTIME INDIA PRIVATE LIMITED) BID/ISSUE PERIOD ANCHOR INVESTOR BID/ [●]* BID/ ISSUE OPENS ON [●]** BID/ ISSUE CLOSES [●]**#^ ISSUE PERIOD ON *Our Company may, in consultation with the BRLM, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be 1 (one) Working Day prior to the Bid/Issue Opening Date. **Our Company may, in consultation with the BRLM, consider closing the Bid/Issue Period for QIBs 1 (one) Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations. #The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Day.DRAFT RED HERRING PROSPECTUS Dated: September 30, 2025 (Please read section 32 of the Companies Act, 2013) (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue R.K. STEEL MANUFACTURING COMPANY LIMITED Our Company was originally incorporated as ‘R.K. Steel Manufacturing Company Private Limited’, a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated April 17, 2006, issued by the Registrar of Companies, Tamil Nadu. Upon the conversion of our company into a public limited company, pursuant to a resolution passed by our Board of Directors dated November 30, 2023 and resolution dated December 22, 2023 passed by the shareholders, the name of our company changed to R.K. Steel Manufacturing Company Limited and a fresh certificate of incorporation dated January 9, 2024 was issued by the Registrar of Companies, Central Processing Centre. For details, see “History and Certain Corporate Matters -Amendments to our Memorandum of Association” on page 242. Corporate Identity Number: U24106TN2006PLC059519 Registered Office: No.5, Ground Floor, Branson Garden Street, Kilpauk, Perambur Purasawalkam, Chennai – 600 010, Tamil Nadu, India Contact Person: S N Satiya Priya, Company Secretary and Compliance Officer; Telephone: +044 3500 5351 E-mail: compliance.officer@rksteel.co.in; Website: www.rksteel.co.in OUR PROMOTERS: PRAMOD KUMAR BHALOTIA, ABHISHEK BHALOTIA, BEENA BHALOTIA AND MAYANK MARKETING PRIVATE LIMITED INITIAL PUBLIC OFFERING OF UP TO 2,00,00,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF R.K. STEEL MANUFACTURING COMPANY LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹ [●] LAKHS (THE “ISSUE”). THE ISSUE SHALL CONSTITUTE [●] % OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL. THE FACE VALUE OF THE EQUITY SHARES IS ₹10 EACH AND THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), [●] EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER), AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED TAMIL DAILY NEWSPAPER ,TAMIL BEING THE REGIONAL LANGUAGE OF TAMIL NADU, WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST 2 (TWO) WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE, AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS. In case of any revision in the Price Band, the Bid/ Issue Period will be extended by at least 3 (three) additional Working Days after such revision in the Price Band, subject to the Bid/Issue Period not exceeding 10 (ten) Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid / Issue Period for a minimum of 1 (one) Working Day, subject to the Bid/ Issue Period not exceeding 10 (ten) Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the BRLM and at the terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable. This issue is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Issue is being made for at least 25% of the post-issue paid-up Equity Share capital of our Company. This Issue 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 Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”), provided that our Company in consultation with the BRLM may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with SEBI ICDR Regulations (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (excluding the Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders (“NIBs”) out of which (a) one third of such portion shall be reserved for applicants with application size of more than ₹2.00 Lakhs and up to ₹10.00 Lakhs and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹10.00 Lakhs provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of NIBs and not less than 35% of the issue shall be available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations subject to valid Bids being received at or above the Issue Price. All Potential Bidders, other than Anchor Investors, are required to participate in the Issue by mandatorily utilising the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see “Issue Procedure” on page 427 of this Draft Red Herring Prospectus. RISKS IN RELATION TO THE FIRST ISSUE This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10 each. The Issue Price, Floor Price, Cap Price and Price Band (as determined by our Company in consultation with the Book Running Lead Manager in accordance with SEBI ICDR Regulations by way of the Book Building Process, as stated in ‘‘Basis for Issue Price’’ on page 131) should not be considered to be indication of the market price of the Equity Shares after the Equity Shares 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 issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issuer 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 37. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters each dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Section 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 487. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE GYR CAPITAL ADVISORS PRIVATE LIMITED MUFG INTIME INDIA PRIVATE LIMITED 428, Gala Empire, Near JB Tower, Drive in Road, Thaltej (Formerly known as Link Intime India Private Limited) Ahemdabad – 380 054, Gujarat, India C-101, 1st Floor, 247 Park, Lal Bhadur Shastri Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India Telephone: +91 87775 64648 Telephone: +91 810 811 4949 E-mail: rksteel.ipo@gyrcapitaladvisors.in Email: rksteel.ipo@linkintime.co.in Website: www.gyrcapitaladvisors.com Website: www.linkintime.co.in Investor Grievance e-mail ID: investors@gyrcapitaladvisors.com Investor Grievance Email: rksteel.ipo@linkintime.co.in Contact Person: Mohit Baid/ Pooja Jadiya/ Shejal Panjwani Contact Person: Shanti Gopalkrishnan SEBI Registration Number: INM000012810 SEBI Registration Number: INR000004058 BID / ISSUE PROGRAMME ANCHOR INVESTOR BID/ ISSUE PERIOD [●]* BID / ISSUE OPENS ON [●]* BID / ISSUE CLOSES ON [●]**# *Our Company may, in consultation with the BRLM, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be 1 (one) Working Day prior to the Bid/Issue Opening Date. **Our Company may, in consultation with the BRLM, consider closing the Bid/Issue Period for QIBs 1 (one) Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations. #The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Day.THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 1TABLE OF CONTENTS SECTION I – GENERAL ..................................................................................................................................... 3 DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 3 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION ................................................................................................................ 21 FORWARD-LOOKING STATEMENTS ........................................................................................................ 25 SUMMARY OF THE ISSUE DOCUMENT .................................................................................................... 27 SECTION II –RISK FACTOR .......................................................................................................................... 37 SECTION III – INTRODUCTION ................................................................................................................... 81 THE ISSUE ....................................................................................................................................................... 81 SUMMARY FINANCIAL STATEMENTS ..................................................................................................... 83 GENERAL INFORMATION ........................................................................................................................... 89 CAPITAL STRUCTURE .................................................................................................................................. 97 OBJECTS OF THE ISSUE ............................................................................................................................. 119 BASIS FOR THE ISSUE PRICE .................................................................................................................... 131 STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS .......................................................................... 141 SECTION – IV ABOUT OUR COMPANY ................................................................................................... 144 INDUSTRY OVERVIEW .............................................................................................................................. 144 OUR BUSINESS ............................................................................................................................................ 203 KEY REGULATIONS AND POLICIES IN INDIA ....................................................................................... 231 HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 241 OUR MANAGEMENT .................................................................................................................................. 247 OUR PROMOTERS AND PROMOTER GROUP ......................................................................................... 263 OUR GROUP COMPANIES .......................................................................................................................... 269 DIVIDEND POLICY ...................................................................................................................................... 270 SECTION V – FINANCIAL INFORMATION .............................................................................................. 271 RESTATED FINANCIAL STATEMENTS ................................................................................................... 271 OTHER FINANCIAL INFORMATION ........................................................................................................ 335 CAPITALISATION STATEMENT ............................................................................................................... 336 FINANCIAL INDEBTEDNESS .................................................................................................................... 337 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION .................................................................................................................................................. 354 SECTION VI – LEGAL AND OTHER INFORMATION ............................................................................ 354 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................... 392 GOVERNMENT AND OTHER APPROVALS ............................................................................................. 398 OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 403 SECTION VII – ISSUE RELATED INFORMATION ................................................................................. 416 TERMS OF THE ISSUE ................................................................................................................................. 416 ISSUE STRUCTURE ..................................................................................................................................... 423 ISSUE PROCEDURE ..................................................................................................................................... 427 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 448 SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION ................................................................................................................................................. 449 SECTION IX – OTHER INFORMATION .................................................................................................... 487 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 487 DECLARATION ............................................................................................................................................ 489 2SECTION 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. References to any legislation, Act, regulation, rules, guidelines or our Articles of Association, Memorandum of Association, policies shall be to such legislation, Act or regulation, as amended from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Further, the Issue related terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document (as defined below). In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document, the definitions given below shall prevail. Notwithstanding the foregoing, terms used in “Basis for Issue Price”, “Statement of Possible Special Tax Benefits”, “Industry Overview”, “Our Business”, “Key Regulations and Policies in India”, “Restated Financial Statement”, “Outstanding Litigations and Material Developments” and “Description of Equity Shares and Terms of Articles of Association” on pages 131, 141, 144, 203, 231, 271, 392 and 449 respectively, shall have the meaning ascribed to such terms in those respective sections. General Terms Term Description “Company” or “our Company” or Unless the context otherwise indicates or implies, refers to R.K. Steel “the Company” or “the Issuer” or Manufacturing Company Limited, a public limited company incorporated “we” or “us” or “our” or under the provisions of Companies Act, 1956, having its registered office at “RKSMCL” No.5, Ground Floor, Branson Garden Street, Kilpauk, Perambur Purasawalkam, Chennai – 600 010, Tamil Nadu, India. “you”, “your” or “yours” Prospective Investors/Bidder in this Issue. Company Related Terms Term Description “Articles of Association” or Articles of association of our Company, as amended from time to time. “AoA” “Audit Committee” The audit committee of our Board, as described in “Our Management – Board Committees – Audit Committee” on page 254. “Auditors” or “Statutory Statutory auditors of our Company, Mahesh C Solanki & Co., Chartered Auditors” Accountants. “Board or “Board of Directors” The board of directors of our Company unless otherwise specified or any or “our Board” committee constituted thereof. “Chairman and Managing The chairman and managing director of our Company, Pramod Kumar Director” or “CMD” or “MD” Bhalotia. “Chief Financial Officer” or The chief financial officer of our Company, Sanjay Bhalotia. “CFO” “Company Secretary and The company Secretary and compliance officer of our Company, S N Satiya Compliance Officer” Priya “Corporate Promoter” Mayank Marketing Private Limited “Corporate Social Responsibility Corporate Social Responsibility committee of our Board, as described in Committee” or “CSR “Our Management – Board Committees - Corporate Social Responsibility Committee” Committee” on page 257. 3Term Description “Director(s)” The directors on our Board. For details see, “Our Management” on page 247. “Equity Shares” The equity shares of our Company of face value of ₹10 each, unless otherwise specified in the context thereof. “Executive Director” Executive director(s) on our Board. For further details of the Executive Director, see “Our Management” on page 247. “Group Companies” In terms of SEBI ICDR Regulations, the term ‘group companies’ includes companies with which there were related party transactions in accordance with Ind AS 24 as disclosed in the Restated Financial Statements as covered under the applicable accounting standards and such other companies as considered material by our Board in accordance with the Materiality Policy, and as identified in "Our Group Companies" on page 263. “Independent Director(s)” Independent directors on our Board, who are eligible to be appointed as independent directors under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. For details of the Independent Directors, see “Our Management” on page 247. “IPO Committee” The IPO committee of our Board constituted to facilitate the process of the Issue, as described in “Our Management – Board Committees – IPO Committee” on page 257. “Key Managerial Personnel” or Key managerial personnel of our Company in terms of Regulation 2(1)(bb) “KMP” of the SEBI ICDR Regulations and as disclosed in “Our Management – Key Managerial Personnel and Senior Management” on page 260. “Materiality Policy” The policy adopted by our Board pursuant to its resolution dated June, 3 2025 for identification of: (a) material outstanding litigations; and (b) material creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations. “MOA” or “Memorandum” or The memorandum of association of our Company, as amended from time to “Memorandum of Association” time. or “MoA” “Nomination and Remuneration The nomination and remuneration committee of our Board, as described in Committee” “Our Management – Board Committees” on page 254. “Promoter(s)” The Promoters of our Company, being Pramod Kumar Bhalotia, Abhishek Bhalotia, Beena Bhalotia and Mayank Marketing Private Limited. For further details, see “Our Promoters and Promoter Group” on page 263. “Promoter Group” The persons and entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters and Promoter Group” on page 263. “Registered Office” The registered office of our Company, situated at No.5, Ground Floor, Branson Garden Street, Kilpauk, Perambur Purasawalkam, Chennai – 600 010, Tamil Nadu, India. “Registrar of Companies” or The Registrar of companies, Chennai situated at Tamilnadu. “RoC” “Restated Financial Statements” The restated financial statements of our Company, comprising the Restated or “Restated Financial Statement of Assets and Liabilities at March 31, 2025, March 31, 2024, Information” March 31, 2023, the restated statements of Profit and Loss (including other comprehensive income), the restated statement of changes in Equity, the Restated Cash Flow Statement for the years ended March 31, 2025, March 31, 2024, March 31, 2023, and the Summary Statement of Significant Accounting Policies, and other explanatory information prepared in terms of the requirements of sub-Section (1) of Section 26 of Part I of Chapter III of the Act; the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI, as amended from time to time. 4Term Description For details, see “Restated Financial Statements” on page 271. “Senior Management Personnel” The senior management personnel of our Company in terms of Regulation or “SMPs” 2(1)(bbbb) of the SEBI ICDR Regulations and as disclosed in “Our Management – Key Managerial Personnel and Senior Management” on page 260. “Shareholders” or “members” The equity shareholders of our Company whose names are entered into (i) the register of members of our Company; or (ii) the records of a depository as a beneficial owner of Equity Shares. “Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our Committee” Management – Board Committees - Stakeholder Relationship Committee” on page 256. “Whole-time Director(s)” Whole-time director(s) of our Company, as described in “Our Management” on page 247. Issue Related Terms Term Description “Abridged Prospectus” Abridged prospectus means a memorandum containing salient features of a prospectus as may be specified by the SEBI in this behalf. “Acknowledgement Slip” The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of registration of the Bid cum Application Form. “Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares “Allotted” pursuant to the Issue of Equity Shares to the successful Applicants. “Allotment Advice” Note or advice or intimation of Allotment sent to the Bidders who have been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange. “Allottee” 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 requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus “Anchor Escrow Account(s)” or Account opened with Anchor Escrow Bank for the Issue and in whose favour “Escrow Account(s)” the Anchor Investors will transfer money through direct credit or NEFT or RTGS in respect of the Bid Amount when submitting a Bid. “Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Form” Portion and which will be considered as an application for Allotment in terms of the Red Herring Prospectus and Prospectus. “Anchor Investor Allocation The price at which the Equity Shares will be allocated to the Anchor Investors Price” in terms of the Red Herring Prospectus and Prospectus, which will be decided by our Company, in consultation with the BRLM, during the Anchor Investor Bidding Date. “Anchor Investor Bid/Issue One Working Day prior to the Bid/ Issue Opening Date, on which Bids by Period” or “Anchor Investor Anchor Investors shall be submitted, prior to and after which the Book Bidding Date” Running Lead Manager will not accept any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed. “Anchor Investor Issue Price” The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price will be decided by our Company, in consultation with the BRLM. “Anchor Investor Pay-in Date” With respect to the Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the event the Anchor Investor Allocation Price is lower than the Issue Price, a date not later than 2 (two) Working Days after the 5Term Description Bid/Issue Closing Date. “Anchor Investor Portion” Up to 60% of the QIB Portion, which may be allocated by our Company in consultation with the BRLM, to the Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. “Application Supported by An application, whether physical or electronic, used by ASBA Bidders to Blocked Amount” or “ASBA” make a Bid by authorizing an SCSB to block the Bid Amount in the ASBA Account and will include applications made by UPI Bidders using UPI, where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by UPI Bidders using the UPI Mechanism. “ASBA Account” A bank account maintained with an SCSB and specified in the Bid cum Application Form which will be blocked by such SCSB to the extent of the appropriate Bid Amount in relation to a Bid by a Bidder (other than a Bid by an Anchor Investor) and includes a bank account maintained by a UPI Bidder linked to a UPI ID, which will be blocked upon acceptance of a UPI Mandate Request made by UPI Bidders using the UPI Mechanism. “ASBA Bid” A Bid made by an ASBA Bidder including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations. “ASBA Bidders” All Bidders except Anchor Investors. “ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders which will be considered as the application for Allotment in terms of the Red Herring Prospectus. “Banker(s) to the Issue” Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Issue Account Bank(s) and Sponsor Bank. “Basis of Allotment” Basis on which Equity Shares will be Allotted to successful Bidders under the Issue, as described in “Issue Procedure” on page 427. “Bid” An indication to make an offer during the Bid/Issue Period by an ASBA Bidder pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/Issue Period by an Anchor Investor pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations. The term “Bidding” shall be construed accordingly. “Bid Amount” The highest value of the optional Bids as indicated in the Bid cum Application Form and payable by the Bidder or as blocked in the ASBA Account of the Bidder, as the case may be, upon submission of the Bid in the Issue. “Bid cum Application Form” The form in terms of which the Bidder shall make a Bid and which shall be considered as the application for the Allotment pursuant to the terms of the Red Herring Prospectus, including ASBA Form. “Bid Lot” [●] Equity Shares and in multiples of [●] Equity Shares thereafter. “Bid/Issue Closing Date” Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, being [●], which shall be notified in [●] editions of [●] (a widely circulated English national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily newspaper, and [●] editions of [●] (a widely circulated Tamil national daily newspaper, Tamil being the regional language of Chennai, Tamil Nadu, India, where our Registered Office is located). 6Term Description In case of any revisions, the extended Bid/Issue Closing Date will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the other members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank. Our Company, in consultation with the Book Running Lead Manager, may consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations. “Bid/Issue Opening Date” Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries shall start accepting Bids, being [●] which shall be notified in [●] editions of [●] (a widely circulated English national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily newspaper, [●] editions of [●] (a widely circulated Tamil national daily newspaper, Tamil being the regional language of Chennai, Tamil Nadu, India, where our Registered Office is located). In case of any revision, the extended Bid/Issue Opening Date will also be widely disseminated by notification the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the other members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s). “Bid/Issue Period” Except in relation to the Anchor Investors, the period between the Bid/Issue Opening Date and the Bid/Issue Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations, provided that such period shall be kept open for a minimum of 3 (three) Working Days. Our Company, in consultation with the BRLM, may consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations. “Bidder” or “Investor” or Any prospective investor who made a Bid pursuant to the terms of the Red “Applicant” Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied and includes an Anchor Investor. “Bidding Centers” Centers at which the Designated Intermediaries accepted the Bid cum Application Forms, being the Designated SCSB Branch for SCSBs, Specified Locations for the Syndicate, Broker Centers for Registered Brokers, Designated RTA Locations for CRTAs and Designated CDP Locations for CDPs. “Book Building Process” The book building process as described in Part A of Schedule XIII of the SEBI ICDR Regulations, in terms of which the issue is being made. “Book Running Lead Manager” The book running lead manager to the Issue, being GYR Capital Advisors or “BRLM” Private Limited. “Broker Centers” Broker centers of the Registered Brokers, where Bidders (other than Anchor Investors) submitted the ASBA Forms. The details of such Broker centers, along with the names and contact details of the Registered Brokers are available on the website of the Stock Exchanges at www.bseindia.com and www.nseindia.com. “CAN” or “Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Allocation Note” Investors, who have been allocated the Equity Shares, after the Anchor Investor Bid/Issue Period. “Cap Price” The higher end of the Price Band, above which the Issue Price and the Anchor Investor Issue Price will not be finalized and above which no Bids will be accepted, including any revisions thereof. The Cap Price shall be at least 7Term Description 105% of the Floor Price and shall not be more than 120% of the Floor Price. “Cash Escrow and Sponsor Bank Agreement dated [●] entered into by our Company, the Registrar to the Issue, Agreement” the BRLM, the Syndicate Member, and the Bankers to the Issue for collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Issue Account and where applicable, refund 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 dematerialised account. “Collecting Depository A depository participant, as defined under the Depositories Act, 1996 and Participant” or “CDP” registered under Section 12 (1A) of the SEBI Act and who is eligible to procure Bids at the Designated CDP Locations in terms of SEBI circular no. CIR /CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI Circulars and as per the list available on the websites of BSE and NSE. “Controlling Branches” Such branches of SCSBs which coordinate Bids under the Issue with the BRLM, the Registrar and the Stock Exchanges, a list of which is available on the website of SEBI at www.sebi.gov.in. “Cut-off Price” Issue Price, authorized by our Company, in consultation with the BRLM which shall be any price within the Price Band. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price. “D&B India” Dun & Bradstreet Information Services India Private Limited “D&B Report” The Industry Report titled “Industry Report on Construction Industry in India” dated September 19, 2025 prepared and issued by Dun & Bradstreet Information Services India Private Limited (“D&B India”), appointed by us on November 8, 2024, and exclusively commissioned and paid for by us in connection with the Issue. D&B India is an independent agency which has no relationship with our Company, our Promoters and any of our Directors or KMPs or SMPs. The D&B Report shall be available on the website of our Company at www.rksteel.co.in from the date of the Red Herring Prospectus till the Bid/Issue Closing Date. “Designated Branches” Such branches of the SCSBs which shall collect the ASBA Forms from relevant Bidders, a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y es&intmId=35 or at such other website as may be prescribed by SEBI from time to time “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, wherever applicable. “Depository(ies)” A depository registered with SEBI under the SEBI (Depositories and Participants’) Regulations, 1996. “Depository Participant” or “DP” A depository participant as defined under the Depositories Act. “Designated CDP Locations” Such locations of the CDPs where Bidders submitted the ASBA Forms and in case of RIIs only ASBA Forms with UPI. 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 websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com). “Designated Date” The date on which the Escrow Collection Banks transfer funds from the Escrow Accounts to the Public Issue Account or the Refund Account, as the case may be, and/or the instructions are issued to the SCSBs (in case of UPI 8Term Description Bidders using the UPI Mechanism, where made available, instruction issued through the Sponsor Banks) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue Account or the Refund Account, as the case may be, in terms of the Red Herring Prospectus, after finalization of the Basis of Allotment in consultation with the Designated Stock Exchange, following which the Board of Directors may Allot Equity Shares to successful Bidders in the Issue. “Designated Intermediary(ies)” In relation to ASBA Forms submitted by RIIs and NIIs with an application size of upto ₹5,00,000 (not using the UPI Mechanism) 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 and NIIs (not using the UPI Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate, sub- syndicate, Registered Brokers, CDPs and CRTAs. “Designated RTA Locations” Such locations of the CRTAs/RTAs where Bidders can submit the Bid cum Application Forms. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept ASBA Forms are available on the respective of the Stock Exchanges (www.bseindia.com and www.nseindia.com) “Designated SCSB Branches” Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA Forms submitted by RIIs where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such RII using the UPI Mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time. “Designated Stock Exchange” [●] “DP ID” DP ID Depository Participant’s identity number. “Draft Red Herring Prospectus” This draft red herring prospectus dated September 30, 2025, issued in or “DRHP” 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 Issue, including any addenda or corrigenda thereto. “Eligible FPIs” FPIs that are eligible to participate in this Issue in terms of applicable laws, other than individuals, corporate bodies and family offices. “Eligible NRI(s)” A non-resident Indian, under Schedule 3 and Schedule 4 of the FEMA Non- Debt Rules, from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Bid cum Application Form and the Red Herring Prospectus will constitute an invitation to purchase the Equity Shares. “Escrow Account(s)” Account opened with the Escrow Collection Bank and in whose favor the Anchor Investors transferred money through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting a Bid. “Escrow Collection Bank(s)” or Banks which are clearing members and registered with SEBI as bankers to “Anchor Escrow Bank” an issue under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and with whom the Escrow Accounts will be opened, in this case being [●]. “First or Sole 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 9Term Description the first holder of the beneficiary account held in joint names. “Floor Price” The lower end of the Price Band, subject to any revision thereto, at or above which the Issue Price and the Anchor Investor Issue Price will be finalized and below which no Bids will be accepted and which shall not be less than the face value of the Equity Shares. “Fraudulent Borrower” Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations. “Fresh Issue” The initial public offering of up to 2,00,00,000 Equity Shares of face value of ₹10 each for cash at a price of ₹[●] each, aggregating up to ₹[●] lakhs by our Company. For information, see “The Issue” on page 81. “Fugitive Economic Offender” An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018. “General Information Document” The general information document for investing in public issues prepared and issued in accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars, as amended from time to time. The General Information Document shall be available on the websites of the Stock Exchanges and the BRLM. “Issue” Initial public issue of up to 2,00,00,000 Equity Shares of face value ₹10 each for cash at a price of ₹[●] per Equity Share, aggregating up to ₹[●] lakhs. “Issue Agreement” Agreement dated February 4, 2025 entered between our Company, and the BRLM, pursuant to which certain arrangements have been agreed to in relation to the Issue. “Issue Price” The final price at which Equity Shares will be Allotted to successful Bidders, other than Anchor Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Issue Price in terms of this Draft Red Herring Prospectus. The Issue Price will be decided by our Company, in consultation with the BRLM on the Pricing Date, in accordance with the Book Building Process and in terms of this Draft Red Herring Prospectus. “Issue Proceeds” The proceeds of the Issue, which shall be available to our Company. For details about use of the Issue Proceeds, see “Objects of the Issue” on page 119. “Mobile Applications” The mobile applications listed on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y es&intmI d=43 or such other website as may be updated from time to time, which may be used by RIIs to submit Bids using the UPI Mechanism. “Monitoring Agency” [●] “Monitoring Agency The agreement to be entered into between and amongst our Company and the Agreement” Monitoring Agency “Mutual Fund Portion” 5% of the Net QIB Portion (excluding the Anchor Investor Portion), or [●] Equity Shares which shall be available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or above the Issue Price. “Mutual Funds” Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. “Net Proceeds” Gross Proceeds less our Company’s share of the Issue expenses. For further details, see “Objects of the Issue” on page 119. “Net QIB Portion” The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors. “Non-Institutional Investors” or All Bidders, including FPIs other than individuals, corporate bodies and “Non-Institutional Bidders” or family offices, registered with the SEBI that are not QIBs (including Anchor “NIIs” or “NIBs” Investors) or Retail Individual Investors, who have Bid for Equity Shares for an amount of more than ₹2,00,000 (but not including NRIs other than Eligible 10Term Description NRIs). “Non-Institutional Portion” The portion of the Issue being not more than 15% of the Issue consisting of [●] Equity Shares, available for allocation to Non-Institutional Bidders, on a proportionate basis. The allocation to each Non-Institutional Investor shall not be less than ₹2,00,000 subject to availability of Equity Shares in the Non- Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on a proportionate basis, subject to valid Bids being received at or above the Issue Price, in accordance with the SEBI ICDR Regulations. Further, (a) one third of the portion available to Non-Institutional Investors shall be reserved for applicants with application size of more than ₹2,00,000 and up to ₹10,00,000; and (b) two third of the portion available to Non- Institutional Investors shall be reserved for applicants with application size of more than ₹10,00,000, provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of Non-Institutional Investors. “Non-Resident” A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs. “Non-Resident Indians” or A non-resident Indian as defined under the FEMA NDI Rules. “NRI(s)” “OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or Body(ies)” indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time. OCBs are not allowed to invest in this Issue. “Person(s)” Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, Company, partnership firm, limited liability partnership firm, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires. “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 Price Band, and the minimum Bid Lot size for the Issue will be decided by our Company in consultation with the BRLM, and will be advertised, at least 2 (two) Working Days prior to the Bid/Issue Opening Date, in [●], which shall be notified in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper, and all editions of [●] (a widely circulated Tamil national daily newspaper, Tamil being the regional language of Chennai, Tamil Nadu, India, where our Registered Office is located) each with wide circulation 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 BRLM, will finalize the Issue Price. “Prospectus” Prospectus dated [●] to be filed with the RoC for this Issue on or after the Pricing Date in accordance with Sections 26 and 32 of the Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information, including any addenda or corrigenda thereto. “Public Issue Account” Bank account opened with the Public Issue Account Bank under Section 40(3) of the Companies Act, 2013, to receive monies from the Escrow 11Term Description Account and ASBA Accounts on the Designated Date. “Public Issue Account Bank(s)” Bank(s) which are a clearing member and registered with SEBI as a banker to an issue and with whom the Public Issue Account is opened for collection of Bid Amounts from Escrow Account and ASBA Account on the Designated Date, in this case being [●]. “QIB Category” or “QIB The portion of the Issue (including the Anchor Investor Portion) being not Portion” less than 50% of the Issue consisting of [●]* Equity Shares which shall be available for allocation to QIBs (including Anchor Investors), subject to valid Bids being received at or above the Issue Price or Anchor Investor Issue Price (for Anchor Investors). *Subject to finalization of Basis of Allotment “Qualified Institutional Buyers” Qualified institutional buyers as defined under Regulation 2(1)(ss) of the or “QIBs” or “QIB Bidders” SEBI ICDR Regulations. “Red Herring Prospectus” or The red herring prospectus dated [●] issued in accordance with Section 32 of “RHP” the Companies Act, 2013 and the SEBI ICDR Regulations, which did not have complete particulars of the price at which the Equity Shares shall be Allotted and which was filed with the RoC at least 3 (three) Working Days before the Bid/ Issue Opening Date and became the Prospectus after filing with the RoC after the Pricing Date, including any addenda or corrigenda thereto. “Refund Account” The account opened with the Refund Bank, from which refunds, if any, of the whole or part of the Bid Amount to the Anchor Investors shall be made “Refund Bank” The Banker to the Issue with whom the Refund Account has been opened, in this case being [●]. “Registered Brokers” Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992 and with the stock exchanges having nationwide terminals, other than the BRLM and the Syndicate Members and eligible to procure Bids in terms of circular number CIR / CFD / 14 / 2012 dated October 4, 2012, and other applicable circulars issued by SEBI. “Registrar Agreement” The agreement dated February 5, 2025 entered between our Company, and the Registrar to the Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue. “Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to Agents” or “RTAs” procure Bids at the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and the UPI circular, as per the lists available on the websites of BSE and NSE. “Registrar to the Issue” or MUFG Intime India Private Limited (Formerly known as Link Intime India “Registrar” Private Limited) “Resident Indian” A person resident in India, as defined under FEMA “Retail Portion” The portion of the Issue being not less than 35% of the Issue comprising of [●] Equity Shares which shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot, subject to valid Bids being received at or above the Issue Price. “Retail Individual Investors” or Bidders (including HUFs and Eligible NRIs) whose Bid Amount for Equity “RIIs” or “Retail Individual Shares in the Issue was not more than ₹2,00,000 in any of the bidding options Bidders” or “RIBs” in the Issue (including HUFs applying through their karta and Eligible NRIs and does not include NRIs other than Eligible NRIs). “Revision Form” The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s), as applicable. 12Term Description QIBs bidding in the QIB Category and Non-Institutional Investors bidding in the Non-Institutional Portion are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs can revise their Bids during Bid / Issue period and withdraw their Bids until Bid / Issue Closing Date. “SCORES” Securities and Exchange Board of India Complaints Redressal System “SEBI ICDR Master Circular” SEBI master circular bearing reference number SEBI/HO/CFD/PoD- 1/P/CIR/2024/0154, dated November 11, 2024, as amended “SEBI RTA Master Circular” SEBI RTA master circular bearing number SEBI/HO/MIRSD/MIRSD- PoD/P/CIR/2025/91 dated June 23, 2025, as amended “Self-Certified Syndicate (i) The banks registered with the SEBI which offer the facility of ASBA Bank(s)” or “SCSB(s)” and the list of which is available on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognise dFpi=yes&intmId=34) and updated from time to time and at such other websites as may be prescribed by SEBI from time to time. (ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised Fpi=yes&intmId=40. Applications through UPI in the Issue can be made only through the SCSBs mobile applications whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for applying in public issues using UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y es&intmId=43 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time. “Specified Locations” Bidding centers where the Syndicate shall accept Bid cum Application Forms, a list of which is included in the Bid cum Application Form. “Specified Securities” Specified securities in terms of Regulation 2(1)(eee) of the SEBI ICDR Regulations. “Sponsor Bank” A Banker to the Issue which is registered with SEBI and is eligible to act as a Sponsor Bank in a public issue in terms of applicable SEBI requirements and has been appointed by the Company in consultation with the BRLM to act as a conduit between the Stock Exchanges and NPCI to push the UPI Mandate Request in respect of UPI Bidders as per the UPI Mechanism and carry out other responsibilities in terms of the UPI Circulars, in this case being [●]. “Stock Exchanges” BSE Limited and National Stock Exchange of India Limited. “Sub-Syndicate Members” The sub-syndicate members, if any, appointed by the BRLM and the Syndicate Members, to collect ASBA Forms and Revision Forms. “Syndicate Agreement” Agreement to be entered into among our Company, the Registrar to the Issue, the BRLM and the Syndicate Members in relation to collection of Bid cum Application Forms by Syndicate. “Syndicate Members” Intermediaries registered with the SEBI and permitted to carry out activities as an underwriter, in this case [●] “Syndicate or members of the Together, the BRLM and the Syndicate Members. Syndicate” “Systemically Important Non- Systemically important non-banking financial company as defined under Banking Financial Company” Regulation 2(1)(iii) of the SEBI ICDR Regulations. “Underwriters” [•] 13Term Description “Underwriting Agreement” The agreement to be entered between the Underwriters and our Company to be entered into on or after the Pricing Date but prior to filing of Prospectus. “UPI” Unified payments interface, which is an instant payment mechanism, developed by NPCI. “UPI Bidders” Collectively, individual investors applying as (i) Retail Individual Investors in the Retail Portion; (ii) Non-Institutional Bidders with an application size of up to ₹5,00,000 in the Non-Institutional Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agent. Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all individual investors applying in public issues where the application amount is up to ₹5,00,000 shall use UPI and shall provide their UPI ID in the 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” The SEBI ICDR Master Circular, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI master circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024 (to the extent that such circulars pertain to the UPI Mechanism), NSE circulars (23/2022) dated July 22, 2022 and (25/2022) dated August 3, 2022, the BSE notices (20220722-30) dated July 22, 2022 and (20220803-40) dated August 3, 2022 and any subsequent circulars or notifications issued by SEBI or Stock Exchanges in this regard as updated from time to time “UPI ID” ID created on the 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 application and by way of a SMS directing the UPI Bidders to such UPI application) to the UPI Bidders initiated by the Sponsor Bank to authorize blocking of funds equivalent to the Bid Amount in the relevant ASBA Account through the UPI, and the subsequent debit of funds in case of Allotment. “UPI Mechanism” The Bidding mechanism that is used by Retail Individual Investors to make Bids in the Issue in accordance with the UPI Circulars to make as ABA bid in the Issue. “Wilful Defaulter” A wilful defaulter as defined in Regulation 2(1)(lll) of the SEBI ICDR Regulations. “UPI PIN” Password to authenticate UPI transaction. “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/ Issue Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays and public holidays on which commercial banks in Mumbai, India are open for business and the time period between the Bid/ Issue 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 14Technical / Industry related terms Term Description GDP Gross Domestic Product GVA Gross Value Added IIP Index of Industrial Production PFCE Private Final Consumption Expenditure GFCF Gross fixed capital formation WPI Wholesale Price Index CPI Consumer Price Index y-o-y Year on Year m-o-m Month on Month IMF International Monetary Fund RBI Reserve Bank of India MOSPI The Ministry of Statistics and Programme Implementation Est., Adv. Est Estimated, Advance Estimates P, F Projected, Forecast USD US Dollar INR Indian Rupee Mn, Bn, Tn Million, Billion, Trillion Business Related Terms Term Description “CBG” Compressed biogas “CGL” Continuous galvanizing line “CR Pipes” Cold rolled pipes and tubes “CRFH Coils” Cold rolled full hard coils “CRFH Pipes” Cold rolled full hard pipes “CRM” Tandem cold rolling mill “ERW” Electrical resistance welding “GI Pipes” Hot dip galvanized pipes and tubes “GP Coils” Galvanized plain coils “GP Pipes” Pre-galvanised pipes “HR Coils” Hot rolled coils “HR Pipes” Hot rolled pipes and tubes “HRPO Coils” Hot rolled pickled & oiled coils “HRPO Pipes” Hot rolled pickled and oiled pipe “IOCL” Indian Oil Corporation Limited “MM” Millimeter “MS” Mild steel “MT” Metric ton “MTPA” Metric ton per annuam “MW” Megawatt “NIP” National infrastructure pipeline “OD” Outer diameter “PEB” Pre-engineered building 15Conventional and General Terms / Abbreviations Term Description “₹” or “Rs.” Or “Rupees” or Indian Rupees. “INR” “AAEC” Appreciable Adverse Effect on Competition. “A.Y.” or “AY” Assessment Year. “A/C” Account. “AGM” Annual general meeting. “AIF(s)” An alternative investment fund as defined in, and registered with SEBI under, the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. “AS” or “Accounting Standard” Accounting Standards as issued by the Institute of Chartered Accountants of India. “Associate” A person who is an associate of the issuer and as defined under the Companies Act, 2013. “Authorized Dealers” Authorized Dealers registered with RBI under the Foreign Exchange Management (Foreign Currency Accounts) Regulations, 2000. “Bn” or “bn” Billion. “BSE” BSE Limited. “CAGR” Compound Annual Growth Rate. “Category I FPI” FPIs registered as “Category I foreign portfolio investors” under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019. “Category II FPI” FPIs registered as “Category II foreign portfolio investors” under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019. “CCI” Competition Commission of India. “CDSL” Central Depository Services (India) Limited. “CIN” Corporate Identity Number. “CMP” Current Market Price “Companies Act, 1956” The erstwhile Companies Act, 1956 along with the relevant rules made thereunder. “Companies Act, 2013” or Companies Act 2013, as amended read with rules, regulations, clarifications “Companies Act” and modifications thereunder. “Competition Act” Competition Act, 2002, as amended and the rules and regulations made thereunder. “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. “Consolidated FDI Policy” The extant consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any modifications thereto or substitutions thereof, issued from time to time. “Control” Control as defined under the Takeover Regulations, and the term “Controlled” shall be construed accordingly. “Copyright Act” Copyright Act, 1957. “CPC” Code of Civil Procedure, 1908 “CrPC” Code of Criminal Procedure, 1973. “CSR” Corporate Social Responsibility. “CY” Calendar year. “Debt to Equity Ratio” Debt equity ratio is calculated as total borrowings divided by total equity. 16Term Description “Depositories Act” The Depositories Act, 1996. “Depository” A depository registered with under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996. “DIN” Director Identification Number. “DPIIT” Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry (formerly Department of Industrial Policy and Promotion), GoI. “DP ID” Depository Participant’s identity number. “EBITDA” Earnings before interest, taxes, depreciation and Amortization excluding other income. “EBITDA Margin” EBITDA Margin is the percentage of EBITDA divided by revenue from operations. “EGM” Extraordinary general meeting. “EMI” Equated Monthly Instalment “EPS” Earnings per share. “ERP” Enterprise Resource Planning. “ESIS” Employees’ State Insurance Scheme. “Euro” or “EUR” Euro, the official single currency of the participating member states of the European Economic and Monetary Union of the Treaty establishing the European Community. “FCNR” Foreign currency non-resident account. “FDI” Foreign direct investment. “FDI Circular” The Consolidated Foreign Direct Investment Policy bearing DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020, issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India, and any modifications thereto or substitutions thereof, issued from time to time. “FEMA” The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder. “FEMA Non-Debt Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended. “Financial Year(s)” or “Fiscal(s)” The period of 12 months commencing on April 1 of the immediately or “Fiscal Year(s)” preceding calendar year and ending on March 31 of that particular calendar year. “FPIs” A foreign portfolio investor who has been registered pursuant to the SEB1 FPI Regulations. “FVCI” Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI. “GDP” Gross Domestic Product. “GoI” or “Government” Government of India. “GST” Goods and services tax. “HUF(s)” Hindu Undivided Family(ies). “ICAI” Institute of Chartered Accountants of India, New Delhi. “ICRA” ICRA Limited. “IFRS” International Financial Reporting Standards of the International Accounting Standards Board. “IMF” International Monetary Fund. 17Term Description “Income Tax Act” Income-tax Act, 1961, read with the rules framed thereunder. “Income Tax Rules” Income-tax Rules, 1962, as amended. “Ind AS” The Indian Accounting Standards referred to in the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015, as amended. “Indian GAAP” Generally Accepted Accounting Principles in India. “INR” or “Rupee” or “₹” or “Rs.” In Rupee, the official currency of the Republic of India. “Ind AS 24” Indian Accounting Standard 24 issued by the ICAI. “IPR” Intellectual Property Rights “IPO” Initial public offering “IRDAI” Insurance Regulatory and Development Authority of India “IRDAI Investment Regulation” Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 “IQF” Individual Quick Freezing. “IRDAI” Insurance Regulatory and Development Authority of India. “ISO” International Organization for Standardization. “IST” Indian Standard Time. “IT” Information Technology. “KPIs” Key Performance Indicators “KYC” Know Your Customer “MCA” The Ministry of Corporate Affairs, Government of India. “Mn” Million. “MSME” Micro, Small and Medium Enterprises “Mutual Funds” Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. “N.A.” or “NA” Not Applicable. “NACH” National Automated Clearing House. “NAV” Net Asset Value. “NEFT” National Electronic Fund Transfer. “NPCI” National Payments Corporation of India. “NRE accounts” NRI Non-Resident External account. “NRI” or “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 an “Overseas Citizen of India” cardholder within the meaning of Section 7(A) of the Citizenship Act, 1955. “NRO accounts” Non-Resident Ordinary accounts. “NSDL” National Securities Depository Limited. “NSE” National Stock Exchange of India Limited. “OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or Body” indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time. OCBs are not allowed to invest in this Issue. “P/E Ratio” Price/Earnings Ratio. “p.a.” Per annum. “PAN” Permanent account number. “PAT” Profit after tax. “PCB(s)” Pollution Control Board(s). 18Term Description “PPE” Property Plant Equipment. “Provident Fund” Provident fund for employees managed by the Employee’s Provident Fund Organisation in India. “RBI” Reserve Bank of India. “RBI Circular dated July 1, 2016” The RBI Master Directions on Frauds – Classification and Reporting by commercial banks and select FIs bearing number RBI/DBS/2016-17/28 “Regulation S” Regulation S under the U.S. Securities Act. “RoC” or “Registrar of The Registrar of Companies, Tamil Nadu. Companies” “RoNW” Return on Net Worth. “RTGS” Real Time Gross Settlement. “SCRA” Securities Contract (Regulation) Act, 1956. “SCRR” The Securities Contracts (Regulation) Rules, 1957. “SCSB” Self-Certified Syndicate Bank. “SCORES” Securities and Exchange Board of India Complaints Redress System. “SEBI” Securities and Exchange Board of India established under Section 3 of the SEBI Act, as amended. “SEBI Act” Securities and Exchange Board of India Act, 1992, as amended. “SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended. “SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as amended. “SEBI FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended. “SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. “SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. “SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, Regulations” 1992, as amended. “SEBI Mutual Fund Regulations” Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 “SEBI RTA Master Circular” SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 “Sq. Ft.” or “sq. ft.” Square Feet. “Sq. mtr.” or “sq. mtrs.” Square Meter. “State Government” The government of a state in India. “STT” Securities transaction tax. “Takeover Regulations” Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. “TAN” Tax deduction account number. “TDS” Tax deducted at source. TreDS Trade Receivables Discounting System. “U.S.” or “United States” The United States of America, together with its territories and possessions, any state of the United States of America and the District of Columbia. “U.S. Securities Act” United States Securities Act of 1933, as amended. “UK” United Kingdom “VAT” Value added tax. “VCFs” Venture capital funds as defined in and registered with the SEBI under the 19Term Description Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF Regulations, as the case may be. “Year/ calendar year” Unless context otherwise required, shall mean the twelve-month period ending December 31 Key Performance Indicators (as defined in the Basis for Issue Price section) KPI Explanations Debt to equity ratio Debt to equity ratio is calculated by dividing our Company’s debt by shareholders’ equity (as a percentage). This metric is a measurement of our Company’s financial leverage and provides us information on our current capital structure and helps us in targeting an optimized capital structure EBITDA Earnings before interest, tax, depreciation and amortization and is calculated as the restated profit for the period or year plus tax expense, finance cost, depreciation and amortization expenses and excluding exceptional items. EBITDA provides information regarding operational profitability and efficiency of our Company EBITDA Margin (%) Percentage of earnings before interest, tax, depreciation and amortization and is calculated as the restated profit for the period or year plus tax expense, finance cost, depreciation and amortization expenses excluding exceptional items. This metric helps in benchmarking the operating profitability against the historical performance of our Company Fixed Asset Turnover Ratio Indicates how efficiently a company uses its fixed assets to generate sales revenue. Interest Coverage Ratio Measures a company’s ability to pay interest on its debt using its earnings before interest and taxes (EBIT). Net Asset Value per share Represents the value of a company’s assets minus liabilities, divided by the number of outstanding shares. Net profit margin Percentage of the amount that remains after a company has paid off all of its operating and non-operating expenses, other liabilities and taxes. It provides information regarding the profitability of our Company Net worth Calculated as total of share capital and other equity. It provides information on the book value of the owners’ equity in the business Profit after Tax (PAT) The amount that remains after a company has paid off all of its operating and non- operating expenses, other liabilities and taxes. It provides information regarding the profitability of our Company Return on capital employed Return on capital employed is calculated using two components, i.e. earnings before interest and tax divided by capital employed. Capital employed is calculated by sum of net worth and total debt less cash and cash equivalents freely available. This provides us information on efficiency of our capital deployment and utilisation Return on equity Return on Equity is calculated on the basis of net profit after tax divided by shareholder’s equity and is calculated by profit after tax divided by our net worth (share capital and other equity). It indicates our Company’s ability to turn equity investments into profits. Revenue from Operations Revenue from operations include revenue from sales of products in domestic and exports markets, revenue from sale of GP Pipes, GI Pipes, HR Pipes, CR Pipes, GP Coils, CRFH Coils and HRPO Coils and other operating revenue Working Capital Days Reflects the number of days a company takes to convert its working capital into revenue. 20CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions Unless otherwise specified or the context otherwise requires, all references to "India" in this Draft Red Herring Prospectus are to the Republic of India 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 otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time ("IST"). Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers of this Draft Red Herring Prospectus. In this Draft Red Herring Prospectus, for the purpose of restatement of financial information, the terms "we", "us", "our", "the Company", "our Company", "Issuer", "Issuer Company", unless the context otherwise indicates or implies, refers to "R.K. Steel Manufacturing Company Limited". In this Draft Red Herring Prospectus, the terms "we", "us", "our", unless the context otherwise indicates or implies, refers to our Company. In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the word "Lac / Lakh" means "one hundred thousand", the word "million (mn)" means "Ten Lacs / Lakhs", the word "Crore" means "one hundred lakhs" and the word "billion (bn)" means "one hundred crores". In this Draft Red Herring Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. Financial Data Unless the context requires otherwise or as otherwise stated, the financial information in this Draft Red Herring Prospectus is derived from our Restated Financial Information, as at and for the Fiscals 2025, 2024 and 2023, comprising the restated statement of assets and as at and for the Fiscals 2025, 2024 and 2023, the restated statement of profit and loss and other comprehensive income, the restated statement of cash flows and restated statement of changes in equity for the Fiscals ended, 2025, 2024 and 2023, the summary statement of significant accounting policies, and other explanatory information prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by the ICAI, as amended from time to time. Our fiscal year commences on 1st April of each year and ends on 31st March of the next year. Therefore, all references in this Draft Red Herring Prospectus to a particular Financial Year, Fiscal Year, Fiscal or FY, unless stated otherwise, 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. 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 decimals have been rounded off to two decimal points. There are significant differences between Indian GAAP, Ind AS, IFRS and U.S. GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of IFRS or any other accounting principles or standards. If we were to prepare our financial statements in accordance with such other accounting principles, our results of operations, financial condition and cash flows may be substantially different. For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS, refer "Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as US GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider material to their assessment of our financial condition" on page 75. Prospective investors should consult their own professional advisers for an understanding of the differences between these accounting 21principles and those with which they may be more familiar. 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. Unless otherwise indicated, any percentage amounts, as set forth in this Draft Red Herring Prospectus, including in the Sections titled "Risk Factors", "Our Business" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 37, 203 and 354, respectively and elsewhere in this Draft Red Herring Prospectus, have been calculated on the basis of the Restated Financial Statements of our Company included in this Draft Red Herring Prospectus. Currency and Units of Presentation All references to "Rupees", "Rs.", "INR" or "₹" are to Indian Rupees, the official currency of the Republic of India. All references to "£" or "GBP" are to Great Britain Pound, the official currency of the United Kingdom. All references to "$", "US$", "USD", "U.S. $" or "U.S. Dollars" are to United States Dollars, the official currency of the United States of America. All figures in decimals (including percentages) have been rounded off to one or two decimals, or to the nearest whole number. Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “Lakhs” units. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed therein are due to rounding-off. However, where any figures that may have been sourced from third party industry sources are expressed in denominations other than lakhs in their respective sources, such figures appear in this Draft Red Herring Prospectus expressed in such denominations as provided in such respective sources. In this Draft Red Herring Prospectus, (i) the sum or percentage change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. Any such discrepancies are due to rounding off. Non-GAAP Financial Measures Certain Non-GAAP Measures and certain other statistical information relating to our operations and financial performance like EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Gross Profit, Gross Profit Margin, PAT Margin, CAGR Net Asset Value per Equity Share, Return on Net worth, Net worth, EBIT, Capital Employed, Return on Capital Employed and others (“Non-GAAP Measures”), have been included in this Draft Red Herring Prospectus. We compute and disclose such Non-GAAP Measures and such other statistical information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance. These Non-GAAP financial measures 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 Non-GAAP financial measures should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other 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 financial measures are not standardized terms, hence a direct comparison of these Non-GAAP financial measures between companies may not be possible. These Non-GAAP Measures and other statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies and hence have limited usefulness as a comparative measure. For details, refer “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, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies” on page 74. 22Industry and Market Data Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry Report on Indian Steel Pipes & Tubes” dated September 19, 2025 (the “D&B Report”) prepared and issued by Dun & Bradstreet Information Services India Private Limited (“D&B India”), appointed by us on November 8, 2024, and exclusively commissioned and paid for by us in connection with the Issue. D&B India is an independent agency which has no relationship with our Company, our Promoters and any of our Directors or KMPs or SMPs. The data included herein includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the report of D&B India, and included herein with respect to any particular year refers to such information for the relevant financial year. A copy of the D&B Report is available on the website of our Company at www.rksteel.co.in until the Bid/Issue Closing Date. Unless otherwise indicated, all financial, operational, industry and other related information derived from the D&B Report and included herein with respect to any particular year, refers to such information for the relevant year. Actual results and future events could differ materially from such forecasts, estimates, predictions, or such statements. Although the industry and market data used in this Draft Red Herring Prospectus is reliable, industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect. Further, industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. The extent to which industry and market data set forth in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. In making any decision regarding the transaction, the recipient should conduct its own investigation and analysis of all facts and information contained in the prospectus and the recipient must rely on its own examination and the terms of the transaction, as and when discussed. For risks in relation to the D&B Report, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the D&B Report which has been commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks.” on page 67. 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 SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all. (in ₹) Currency Exchange rate as on Exchange rate as on Exchange rate as on March 31, 2025 March 31, 2024 March 31, 2023 1 US$ 85.58 83.37 82.22 1 GBP 110.74 105.29 101.87 Source: www.fbil.org.in and www.fedai.org.in Notice to Prospective Investors in the United States The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own examination of our Company and the terms of the Issue, including the merits and risks involved. Any representation to the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity Shares have not been and will not be registered under the U. S. Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act 23and the applicable laws of each jurisdiction where such offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except in compliance with the applicable laws of such jurisdiction. (This page has been intentionally left blank) 24FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain "forward-looking statements". These forward-looking statements generally can be identified by words or phrases such as "aim", "anticipate", "are likely", "believe", "expect", "estimate", "intend", "likely to", "objective", "plan", "project", "propose", "will", "seek to", "will continue", "will pursue" or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties, expectations and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. All statements in this Draft Red Herring Prospectus that are not statements of historical fact constitute 'forward-looking statements'. All statements regarding our expected financial conditions and results of operations, business plans and objectives, strategies and goals and prospects are forward-looking statements. These forward-looking statements are based on our current plans, estimates and expectations and actual results may differ materially from those suggested by such forward-looking statements. This could be due to risks or uncertainties associated with expectations relating to, and including, regulatory changes pertaining to the industries in India in which we operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on its 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, changes in the incidence of any natural calamities and/ or violence, regulations and taxes and changes in competition in the industries in which we operate. Certain important factors that could cause actual results to differ materially from our expectations include but are not limited to, the following: 1. A significant portion of our revenue is derived from operations in a limited number of geographies, and any adverse developments affecting such regions could have an adverse impact on our business, results of operations, cash flows and financial condition. 2. We rely substantially on our top 10 suppliers for procurement of raw materials, and any shortage, delay or disruption in their supply could materially impact our business, financial condition, results of operations and cash flows. 3. We derived significant portion of our revenue from operations from our top 10 customers in Fiscals 2025, 2024 and 2023 respectively, and we do not have long-term contracts with all of these customers. The loss of one or more such customers or any reduction in their purchases could adversely affect our business, results of operations, cash flows and financial condition 4. We operate from a single manufacturing facility located at Perundurai, Tamil Nadu, Indiaand any disruption at this facility could adversely affect our operations, business and financial condition 5. We derive a substantial portion of our revenue from the sale of our welded steel pipes and tubes particularly galvanized plain pipes and any reduction in demand for these products may adversely impact our business, financial condition, results of operations, and cash flows. Further, our inability to diversify our product portfolio may constrain our growth and profitability 6. Our Profit After Tax (“PAT”) and Earnings Before Interest, Depreciation, Tax and Amortisation (“EBITDA”) declined significantly in Fiscal 2025 despite an increase in revenue from operations, indicating margin contraction and reduced profitability, which may adversely affect our business, financial condition and results of operations 7. Our business is a high volume-low margin business. Any disruption in turnover or inability to grow revenues consistently could materially and adversely affect our business, results of operations, and financial condition 8. Under-utilization of our production capacities could have an adverse effect on our business, future prospects and future financial performance 9. Our business is working capital intensive, and any inability to optimize our working capital cycle or rationalize our indebtedness may materially and adversely affect our financial condition, profitability, and growth prospects. 10. Our EBITDA and PAT margins have remained persistently lower than those of our listed industry peers, indicating relatively lower operational profitability and efficiency, which may adversely affect our competitiveness, financial condition and results of operations. 25For details regarding factors that could cause actual results to differ from expectations, see "Risk Factors", "Our Business" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 37, 203 and 354, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated. There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward- looking statements and not to regard such statements to be a guarantee of our future performance. Forward-looking statements reflect current views on the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our Company, our Promoters, our Directors, the BRLM, the Syndicate Members nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company and the BRLM will ensure that the Bidder in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchanges for the Equity shares pursuant to the Issue. In accordance with the requirements of SEBI ICDR Regulations, our Company shall ensure that Bidders in India are informed of material developments from the date of the Draft Red Herring Prospectus in relation to the statements and undertakings made by our Company in the Daft Red Herring Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges for the Issue. (This page has been intentionally left blank) 26SUMMARY OF THE ISSUE DOCUMENT The following is a general summary of the terms of the Issue and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus, including "Risk Factors", "The Issue", "Capital Structure", "Objects of the Issue", "Industry Overview", "Our Business", "Restated Financial Statements", "Outstanding Litigation and Material Developments", "Issue Procedure", and "Description of Equity Shares and Terms of the Articles of Association" beginning on pages 37, 81, 97, 119, 144, 203, 271, 392, 427 and 449, respectively. Summary of Business We are a manufacturer of welded structural steel tubes and pipes, with over Nineteen (19) years of experience in the welded steel tubes and pipes industry. Our welded steel pipes and tubes portfolio consists of Pre-Galvanised Pipes (“GP Pipes”), Hot Dip Galvanized Pipes and Tubes (“GI Pipes”), Hot Rolled Pipes and Tubes (“HR Pipes”) and Cold Rolled Pipes and Tubes (“CR Pipes”). We also manufacture value-added product such as Galvanized plain coils (“GP Coils”), Cold rolled full hard coils (“CRFH Coils”), Hot Rolled Pickled & Oiled coils (“HRPO Coils”) from our principal raw material i.e. Hot Rolled Coils (“HR Coils”). We are one of the few companies in the southern states of India with tandem cold rolling mills, enabling the production of cold-rolled products efficiently and meeting industry demands with consistency in production and supply (Source: D&B Report). For further details please refer “Our Business” on page 203. Summary of Industry Steel is the primary force behind industrialization, and manufacturing sector. Without steel most of the products in day today life would be impossible, such is the extent of steel usage in every equipment used across the world. Steel production and consumption is one of the key parameters for evaluating a country’s economic progress as this metal is an important raw material and yet it is an important intermediate product. Steel is categorized as liquid, crude and finished based on the form in which it is produced, while based on composition, steel is segmented as alloy and non-alloy steel. When steel is in its alloy form, it becomes stainless steel, while in a non-alloy form carbon is added in varying quantities. The Indian steel industry produces a diverse range of long and flat steel products. Long or Non Flat products, primarily manufactured through hot rolling or forging of blooms, billets, or ingots, are typically supplied in straight lengths or cut lengths, with wire rods being a notable exception as they are supplied in coiled form. This segment encompasses various types such as bars and rods, including high-strength thermo-mechanically treated (TMT) bars widely used in construction, and structural steel, comprising angles, channels, beams, and fabricated sections essential for infrastructure development. Railway materials also fall under this category, catering to the growing Indian rail network. Flat products, on the other hand, are produced from slabs or thin slabs in rolling mills utilizing flat rolls. This segment includes hot-rolled (HR) coils and cold-rolled (CR) coils, with CR coils undergoing further processing to achieve enhanced surface finish, reduced thickness, and tailored mechanical properties. For further details please refer “Industry Overview” beginning on page 144. Names of our Promoters Pramod Kumar Bhalotia, Abhishek Bhalotia, Beena Bhalotia and Mayank Marketing Private Limited are the Promoters of our Company. For further details, see “Our Promoters and Promoter Group” on page 263. Issue Size Issue(1) Up to 2,00,00,000 Equity Shares aggregating up to ₹ [●] lakhs (1) The Issue has been authorized by resolution of our Board dated November 8, 2024 and by our Shareholders pursuant to a special resolution passed at their meetings held on November 20, 2024. 27The Issue shall constitute [●]% of the post-issue Equity Share capital of our Company. For further details, please refer to the sections titled “The Issue” and “Issue Structure” on pages 81 and 423, respectively. Objects of the Issue Our Company proposes to utilise the Net Proceeds towards funding the following objects: (₹ in lakhs) No. Objects Estimated Amount 1. Repayment/prepayment, in full or part, of certain borrowings availed of by Up to 4323.02 our Company 2. Funding of working capital requirements of the Company Up to 7600.00 3. General corporate purposes* [●] Total utilization of net proceeds [●] *To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds from the Issue. For further details, see "Objects of the Issue" beginning on page 119. Aggregate pre-issue and post-issue shareholding of our Promoter, Promoter Group The aggregate pre-issue and post-issue shareholding of our Promoters, Promoter Group as on the date of the Draft Red Herring Prospectus, as a percentage of the pre-issue paid-up Equity Share capital of our Company is set out below: Sr. Name of the Shareholder Number of Percentage of the Percentage of the Post-Issue No. Equity Shares Pre-Issue Equity Equity Share capital (%)** Pre-issue Share capital (%)* Promoters 1. Abhishek Bhalotia 69,77,670 14.12 [●] 2. Pramod Kumar Bhalotia 1,81,95,240 36.83 [●] 3. Beena Bhalotia 51,69,780 10.46 [●] 4. Mayank Marketing Private 1,60,01,370 32.39 [●] Limited Total (A) 4,63,44,060 93.8 [●] Promoter Group 1. Ratanlal Bhalotia 8,400 0.02 [●] 2. Ratanlal Pramod Kumar 10,50,000 2.13 [●] Bhalotia (HUF) 3. Dolly Bhalotia 9,34,710 1.89 [●] Total (B) 19,93,110 4.04 [●] Total (A+B) 4,83,37,170 97.84 [●] *Rounded off to the closest decimal **To be updated at the time of filing of the Prospectus. Except as disclosed above, none of the members of our Promoter Group hold any Equity Shares in our Company. For further details, see "Capital Structure" beginning on page 97. Shareholding of Promoter, Promoter Group and Additional top 10 Shareholders of our Company Set out below is the shareholding of our Promoters, Promoter Group and additional top 10 Sharholders as of the date of allotment: Sr. Pre-Issue shareholding as at the date of Post-Issue shareholding as at Allotment(2) No. Advertisement Shareholders Number of hareholding At the lower end of At the upper end of Equity (in %) the price band (₹ [●]) the price band (₹ 28Shares (1) [●]) Number of Share Number Share Equity holding of Equity holding Shares (1) (in %)(1) Shares(1) (in %)(1) Promoters 1. Pramod Kumar [●] [●] [●] [●] [●] [●] Bhalotia 2. Abhishek Bhalotia [●] [●] [●] [●] [●] [●] 3. Mayank Marketing [●] [●] [●] [●] [●] [●] Private Limited 4. Beena Bhalotia [●] [●] [●] [●] [●] [●] Total (A) [●] [●] [●] [●] [●] [●] Promoter Group 1. Ratanlal Bhalotia [●] [●] [●] [●] [●] [●] 2. Ratanlal Pramod [●] [●] [●] [●] [●] [●] Kumar Bhalotia (HUF) 3. Dolly Bhalotia [●] [●] [●] [●] [●] [●] Total (B) [●] [●] [●] [●] [●] [●] Additional top 10 Shareholders 1. Anjali [●] [●] [●] [●] [●] [●] 2. Krishna Kumar [●] [●] [●] [●] [●] [●] Dhanuka 3. S. Md. [●] [●] [●] [●] [●] [●] FazlullahBasha Total (C) [●] [●] [●] [●] [●] [●] Total (A+B+C) [●] [●] (1) Includes all options, if any, that have been exercised until date of Prospectus and any transfers of Equity Shares by existing shareholders after the date of the pre-Issue and Price Band advertisement until the date of the Prospectus. (2) Based on the Issue price of ₹ [•] and subject to finalisation of the basis of allotment. Summary of Restated Financial Statements (₹ in lakhs except for percentages) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total Income (1) 1,15,373.05 1,02,851.55 85,880.40 Revenue From Operations (2) 1,14,779.33 1,02,216.00 84,744.25 Growth in Revenue from Operations (in %) 12.29 20.62 -13.86 Other Income (3) 593.72 635.55 1,136.14 EBITDA (4) 4,829.82 5,955.37 4,713.40 EBITDA Margin (5) 4.21 5.83 5.56 PAT (6) 1,090.63 2,270.41 1,988.15 PAT Margin (7) 0.95 2.22 2.35 Cash Flow from Operating Activities (8) (4,462.58) 2,752.16 (2,318.79) Cash Flow from Investing Activities (9) (3,889.92) (375.00) (6,138.32) Cash Flow from Financing Activities (10) 5,326.51 1,749.26 8,855.78 Net Worth (11) 12,068.31 10,980.50 8,703.38 Debt Equity Ratio (12) 2.91 2.49 2.68 Return on Equity (13) 9.46% 23.07% 27.32% Return on Capital Employed (14) 8.28% 13.37% 12.68% Return on Assets (15) 2.01% 5.66% 5.58% Interest Coverage Ratio (16) 1.60 2.46 3.01 29Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Fixed Asset Turnover Ratio (17) 12.63 12.54 20.41 Working Capital Days (18) 104.00 86.00 93.00 Net Asset Value per share (19) 24.43 22.23 17.62 1. Total income means aggregate of Revenue from operations and Other Income. 2. Revenue from Operations represents the income generated by the Company from its core operating activities. This gives information regarding the scale of operations. 3. Other Income is the income generated by the Company from its non core operations 4. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax/ (loss) for the year / period and adding back interest cost, depreciation, and amortization expense. 5. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations. 6. Profit for the year/period represents the restated profits of the Company after deducting all expenses. 7. PAT Margin (%) is calculated as Profit for the year/period as a percentage of Revenue from Operations. 8. Cash Flow from Operating Activities represents the net cash generated or used by a company’s core business operations during the year. 9. Cash Flow from Investing Activities reflects the cash spent on or received from investments in assets like property, equipment, or securities during the year 10. Cash Flow from Financing Activities shows the cash inflows and outflows related to borrowing, repaying debt, issuing shares, or paying dividends during the year. 11. Net Worth is computed as Equity Share Capital plus Other Equity 12. Debt - equity ratio is calculated by dividing total debt by total equity. Total debt represents long - term and short - term borrowings. Total equity is the sum of share capital and reserves & surplus and NCI. 13. Return on Equity is calculated by dividing PAT by average shareholders' equity, indicating how effectively a company uses equity to generate profit. 14. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end of respective period/year. (Capital employed calculated as the aggregate value of total equity, total debt and reduced by Intangible assets) 15. Return on Assets (ROA) is calculated by dividing PAT by total assets. 16. Interest coverage ratio is calculated as EBIT divided by Finance cost 17. Fixed Asset Turnover Ratio is computed as revenue from operations divided by net fixed assets 18. Working Capital Days is derived from (Working Capital ÷ Sales) × 365. 19. Net Asset Value per Share is calculated as total assets reduced by total liabilities divided by the number of outstanding shares at the end of the year. For further details, see “Restated Financial Statement” and “Other Financial Information” on pages 271 and 335,respectively. Auditor’s qualifications which have not been given effect to in the Restated Financial Statements Our Statutory Auditor have not made any qualifications in the examination report that have not been given effect to in the Restated Financial Statements. Summary of outstanding litigation A summary of outstanding litigation proceedings involving our Company, our Directors and our Promoters as on the date of this Draft Red Herring Prospectus is provided below: Nature of Cases Number of Amount Involved outstanding cases (₹ in lakhs)* Litigation involving our Company Criminal proceedings against our Company Nil Nil Criminal proceedings by our Company Nil Nil Material civil litigation against our Company Nil Nil Material civil litigation by our Company 3 65.95 Actions by statutory or regulatory Authorities Nil Nil Direct and indirect tax proceedings 17 4.81 Litigation involving our Directors (other than Promoters) Criminal proceedings against our Directors Nil Nil Criminal proceedings by our Directors Nil Nil Material civil litigation against our Director Nil Nil Material civil litigation by our Director Nil Nil Actions by statutory or regulatory authorities Nil Nil Direct and indirect tax proceedings Nil Nil 30Nature of Cases Number of Amount Involved outstanding cases (₹ in lakhs)* Litigation involving our Promoters Criminal proceedings against our Promoters Nil Nil Criminal proceedings by our Promoters Nil Nil Material civil litigation against our Promoters 1 Not ascertainable Material civil litigation by our Promoters Nil Nil Actions by statutory or regulatory authorities Nil Nil Direct and indirect tax proceedings 7 0.87 Litigation involving our KMPs and SMPs Criminal proceedings against our KMPs and SMPs Nil Nil Criminal proceedings by our KMPs and SMPs Nil Nil Actions by statutory or regulatory authorities Nil Nil Direct and indirect tax proceedings Nil Nil *To the extent quantifiable. For further details on the outstanding litigation proceedings, see "Outstanding Litigation and Material Developments" and "Risk Factors" beginning on page 392 and page 37, respectively. Risk factors Specific attention of Investors is invited to “Risk Factors” on page 37. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. Set forth below are the top 10 risk factors applicable to our Company: 1. A significant portion of our revenue is derived from operations in a limited number of geographies, and any adverse developments affecting such regions could have an adverse impact on our business, results of operations, cash flows and financial condition. 2. We rely substantially on our top 10 suppliers for procurement of raw materials, and any shortage, delay or disruption in their supply could materially impact our business, financial condition, results of operations and cash flows. 3. We derived significat portion of our revenue from operations from our top 10 customers in Fiscals 2025, 2024 and 2023 respectively, and we do not have long-term contracts with all of these customers. The loss of one or more such customers or any reduction in their purchases could adversely affect our business, results of operations, cash flows and financial condition 4. We operate from a single manufacturing facility located at Perundurai, Tamil Nadu, Indiaand any disruption at this facility could adversely affect our operations, business and financial condition 5. We derive a substantial portion of our revenue from the sale of our welded steel pipes and tubes particularly galvanized plain pipes and any reduction in demand for these products may adversely impact our business, financial condition, results of operations, and cash flows. Further, our inability to diversify our product portfolio may constrain our growth and profitability 6. Our Profit After Tax (“PAT”) and Earnings Before Interest, Depreciation, Tax and Amortisation (“EBITDA”) declined significantly in Fiscal 2025 despite an increase in revenue from operations, indicating margin contraction and reduced profitability, which may adversely affect our business, financial condition and results of operations. 7. Our business is a high volume-low margin business. Any disruption in turnover or inability to grow revenues consistently could materially and adversely affect our business, results of operations, and financial condition. 8. Under-utilization of our production capacities could have an adverse effect on our business, future prospects and future financial performance. 9. Our business is working capital intensive, and any inability to optimize our working capital cycle or rationalize our indebtedness may materially and adversely affect our financial condition, profitability, and growth prospects. 10. Our EBITDA and PAT margins have remained persistently lower than those of our listed industry peers, indicating relatively lower operational profitability and efficiency, which may adversely affect our competitiveness, financial condition and results of operations. 31Summary of contingent liabilities (₹ in lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 TDS default summary 3.77 2.63 1.60 Income Tax demands u/s 143(1)(a) 0.74 0.74 0.74 Goods and Service Tax 0.25 - - Total 4.76 3.37 2.34 For details, see "Restated Financial Statements" beginning on page 271. Summary of Related Party Transactions and balances The following is the summary of transactions and balance receivable from /(payable) of our Company to related parties as at and for Fiscal 2025, Fiscal 2024 and Fiscal 2023, as per Ind AS 24 – Related Party Disclosures as per Restated Financial Statement are set forth in the table below: Sr. Name of Related Party Nature of Relationship No. 1. KPR Tubes LLP Promotor Group Entity 2. Pramod Kumar Bhalotia Managing Director 3. Rajesh Kumar Bhalotia Relative of Promoter 4. Abhishek Bhalotia Whole time Director 5. S Md.Fazlullah Basha Director 6. Beena Bhalotia Non-Executive Director 7. Ramesh Kumar Agarwal Relative of Promoter 8. Ratanlal Rajesh Kumar Bhalotia HUF Promotor Group Entity 9. Priyank Bhalotia Relative of KMP 10. Mrs. Komal Bhalotia Relative of KMP 11. Mrs. Dolly Bhalotia Relative of Promoter and KMP 12. Mr. Sanjay Bhalotia KMP 13. Ms. S N Satiya Priya KMP 14. Mayank Marketing Private Limited Promoter (₹ in lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Interest on Loan Paid Mr. Pramod Kumar Bhalotia - 3.14 24.48 Mr. Rajesh Kumar Bhalotia - - Mr. Abhishek Bhalotia - 3.36 8.62 Mrs. Beena Bhalotia - 2.11 1.21 Mrs. Dolly Bhalotia - 0.71 4.53 Rent Mr. Pramod Kumar Bhalotia - 3.00 3.00 Salary, wages and bonus * Mrs. Beena Bhalotia 11.25 24.00 26.00 Mrs. Dolly Bhalotia 15.00 24.10 25.85 Mr. Sanjay Bhalotia 7.64 - - M s.S N Satiya Priya 2.68 - - Loan received during the year Mr. Abhishek Bhalotia 378.10 536.40 35.92 Mr. Pramod Kumar Bhalotia 109.45 459.60 19.01 Mrs. Beena Bhalotia 9.25 176.88 319.30 Mrs. Dolly Bhalotia 12.00 174.05 78.67 S Md.Fazlullah Basha - - 0.74 32Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Loan repaid during the year Mr. Abhishek Bhalotia 250.94 131.76 48.89 Mr. Pramod Kumar Bhalotia 152.99 267.63 292.96 Mrs. Beena Bhalotia - 177.00 324.79 Mrs. Dolly Bhalotia 10.00 174.12 2.06 S Md.Fazlullah Basha - - 1.41 Conversion of Loan into Equity Shares Mr. Abhishek Bhalotia - - 87.88 M rs. Dolly Bhalotia - - 128.63 Director Renumeration Mr. Pramod Kumar Bhalotia 36.00 47.50 31.80 M r. Abhishek Bhalotia 42.00 54.00 39.00 Advances Repaid & Received M ayank Marketing Pvt Ltd - (1.45) 0.13 Balances receivable from and payable to related parties Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 F inancial assets Non Current Borrowings Mr. Abhishek Bhalotia 315.29 404.64 - Pramod Kumar Bhalotia 0.37 191.97 - Beena Bhalotia 0.26 - 0.12 Dolly Bhalotia 0.80 - 0.07 S Md. Fazlullah Basha 4.84 4.84 Trade Payables KPR Tubes LLP - - 122.71 Other Advances Mayank Marketing Pvt Ltd - - 1.45 For further details of the related party transactions and as reported in the Restated Financial Statements, see "Restated Financial Statements" beginning on page 271. Details of all Financing Arrangements There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors and their relatives have financed the purchase by any other person of securities of our Company other than in the normal course of the business of the relevant financing entity during a period of six months immediately preceding the date of this Draft Red Herring Prospectus. Weighted average price at which the Equity Shares were acquired by our Promoters in the one year preceding the date of this Draft Red Herring Prospectus Name of the Promoter Number of equity shares acquired Weighted average price per in the one year preceding the date Equity Share (₹) of this Draft Red Herring Prospectus Pramod Kumar Bhalotia 1,73,28,800 Nil Abhishek Bhalotia 66,45,400 Nil Beena Bhalotia 49,23,600 Nil Mayank Marketing Private 1,52,39,400 NIl Limited *As certified by Mahesh C. Solanki & Co, Chartered Accountants by way of their certificate dated September 30, 2025. Average cost of acquisition of Equity Shares of our Promoters 33The average cost of acquisition of Equity Shares of our Promoters as on the date of this Draft Red Herring Prospectus is as follows: Name of the Promoter Number of Equity Shares Average cost per Equity Share (in held ₹)* Pramod Kumar Bhalotia 1,81,95,240 3.32 Abhishek Bhalotia 69,77,670 2.10 Beena Bhalotia 51,69,780 6.20 Mayank Marketing Private Limited 1,60,01,370 1.25 *As certified by Mahesh C. Solanki & Co, Chartered Accountants by way of their certificate dated September 19, 2025. Weighted average cost of acquisition of all shares transacted^ in (i) last one (1) year; (iii) last eighteen (18) months and (iii) last three (3) years preceding the date of this Draft Red Herring Prospectus Period Weighted Cap Price is ‘X’ Range of average cost of times the acquisition acquisition (in ₹) Weighted price: lowest Average Cost of price – highest Acquisition** price (in ₹) Last one (1) year preceding the date of this Nil [●] [●] Draft Red Herring Prospectus Last eighteen (18) months preceding the 0.01 [●] [●] date of this Draft Red Herring Prospectus Last three (3) years preceding the date of 1.79 [●] [●] this Draft Red Herring Prospectus *As certified by Mahesh C. Solanki & Co, Chartered Accountants by way of their certificate dated September 30, 2025 .**To be updated once the price band information is available For further details, see “Capital Structure” beginning on page 97. Details of price at which specified securities were acquired in the last three years preceding the date of this Draft Red Herring Prospectus by our Promoters, the Promoter Group and the Shareholders with rights to nominate one or more directors on the Board or other rights. Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of this Draft Red Herring Prospectus, by our Promoters, the Promoter Group and Shareholders with special right to nominate one or more directors on the Board of our Company or other rights, as applicable. The details of the respective price at which these acquisitions were undertaken is stated below: Name of Nature of Date of Number of Equity Acquisition price Acquirer transaction acquisition/transfer Shares per Equity Share of Equity Shares acquired/(transferred) (in ₹) Promoters Pramod Kumar Bhalotia Right Issue March 21, 2023 1,09,100 289 Bonus Issue* September 30, 2024 51,98,640 Nil Bonus Issue^ December 03, 2024 1,21,30,160 Nil Abhishek Bhalotia Right Issue March 21, 2023 30,410 289 Gift September 30, 2023 50,000 Nil Gift September 30, 2023 1,18,460 Nil Bonus Issue* September 30, 2024 19,93,620 Nil Bonus Issue^ December 03, 2024 46,51,780 Nil Beena Bhalotia Right Issue March 21, 2023 1,10,980 289 Bonus Issue* September 30, 2024 14,77,080 Nil Bonus Issue^ December 03, 2024 34,46,520 Nil Mayank Bonus Issue* September 30, 2024 45,71,820 Nil 34Marketing Private Bonus Issue^ December 03, 2024 1,06,67,580 Nil Limited Promoter Group Ratanlal Bonus Issue* September 30, 2024 3,00,000 Nil Pramodkumar Bonus Issue^ December 03, 2024 7,00,000 Nil Bhalotia (HUF) Ratanlal Bhalotia Bonus Issue* September 30, 2024 2400 Nil Bonus Issue^ December 03, 2024 5600 Nil Dolly Bhalotia Right Issue March 21, 2023 1,10,980 289 Bonus Issue* September 30, 2024 14,77,080 Nil Bonus Issue^ December 03, 2024 6,23,140 Nil As certified by Mahesh C. Solanki & Co, Chartered Accountants by way of their certificate dated September 19, 2025. * Bonus Issue in the ratio of 6:1 i.e., 6 fully paid-up Equity Shares against 1 existing fully paid-up Equity Share held by the existing shareholders ^Bonus Issue in the ratio of 2:1 i.e., 6 fully paid-up Equity Shares against 1 existing fully paid-up Equity Share held by the existing shareholders Details of Pre-IPO Placement Our Company does not propose to undertake any pre-IPO Placement. An Issue of equity shares for consideration other than cash in the last one year Except as stated below, our Company has not issued any Equity Shares for consideration other than cash in the last one year preceding the date of this Draft Red Herring Prospectus. Date of Number of Face Issue Reason for No. of Name of allottees Benefits allotment Equity value Price allotment Allotees accrued to our Shares per per Company allotted Equity Equity Share Share (₹) (₹) September 1,41,15,180 10 Nil Bonus Issue 9 Allotment of Capitalization 30, 2024 51,98,640 Equity of reserves Shares to Pramod Kumar Bhalotia, 19,93,620 Equity Shares to Abhishek Bhalotia Equity Shares), 4,560 Equity Shares to S. MD. Fazlullah Basha, 2,67,060 Equity Shares to Dolly Bhalotia, 14,77,080 Equity Shares to Beena Bhalotia, 60,000 Equity shares to V.Anjali, 2,40,000 Equity Shares to Krishna Kumar Dhanuka, 2,400 Equity Shares to Ratanlal Bhalotia, Ratanlal Pramod Kumar Bhalotia HUF 3,00,000 Equity Shares, 45,71,820 35Date of Number of Face Issue Reason for No. of Name of allottees Benefits allotment Equity value Price allotment Allotees accrued to our Shares per per Company allotted Equity Equity Share Share (₹) (₹) Equity Shares to Mayank Marketing Private Limited December 3,29,35,420 10 Nil Bonus Issue 10 Allotment of Capitalization 03, 2024 1,21,30,160 Equity of reserves Shares to Pramod Kumar Bhalotia, 46,51,780 Equity Shares to Abhishek Bhalotia, 10,640 Equity Shares to S. MD. Fazlullah Basha, 6,23,140 Equity Shares to Dolly Bhalotia, 34,46,520 Equity Shares to Beena Bhalotia, 1,40,000 to V.Anjali, 5,60,000 Equity Shares to Krishna Kumar Dhanuka, 5,600 Equity Shares to Ratanlal Bhalotia, 7,00,000 Equity Shares to Ratanlal Pramod Kumar Bhalotia HUF, 1,06,67,580 Equity Shares to Mayank Marketing Private Limited For further details pertaining to Issue of Equity Shares for consideration other than cash, kindly refer to the chapter titled "Capital Structure" beginning on page 97. Split/ Consolidation of equity shares in the last one year Our Company has not undertaken any split or consolidation of Equity Shares in the last one year preceding the date of this Draft Red Herring Prospectus. Exemption from complying with any provisions of securities laws, if any, granted by SEBI As on the date of this Draft Red Herring Prospectus, our Company has not obtained any exemption from the SEBI from strict compliance with any provisions of securities laws including the SEBI ICDR Regulations. 36SECTION II –RISK FACTOR An investment in Equity Shares involves a high degree of risk. Prospective investors should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of this Issue including the merits and risks involved. Any potential investor in, and subscriber of, the Equity Shares should also pay particular attention to the fact that we are governed in India by a legal and regulatory environment which in some material respects may be different from that which prevails in other countries. The risks and uncertainties described in this Section are not the only risks and uncertainties we currently face. Additional risks and uncertainties not known to us or that we currently deem immaterial may also have an adverse effect on our business. If any of the following risks, or any other risks that are not currently known or are currently deemed immaterial, actually occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or any part of your investment. Additionally, our business operations could also be affected by additional factors that are not presently known to us or that we currently consider as immaterial to our operations. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. Unless otherwise stated, the financial information of our Company used in this Section is derived from our Restated Financial Statements prepared in accordance with Ind AS and the Companies Act and restated in accordance with the SEBI ICDR Regulations. To obtain a better understanding, you should read this Section in conjunction with “Our Business” on page 203, “Industry Overview” on page 144 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 354 as well as other financial information contained herein. For capitalized terms used but not defined herein, see “Definitions and Abbreviation” on page 3. Materiality: The Risk Factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality of Risk Factors: • Some risks may not be material individually but may be material when considered collectively; • Some risks may have an impact which is qualitative though not quantitative; and • Some risks may not be material at present but may have a material impact in the future. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence the same has not been disclosed in such risk factors. Unless otherwise stated, the financial information of the Company used in this Section is derived from our financial statements under Ind AS, as restated in this Draft Red Herring Prospectus. Unless otherwise stated, we are not in a position to specify or quantify the financial or other risks mentioned herein. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment which may differ in certain respects from that of other countries. This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. For further details, see “Forward-Looking Statements” on page 25. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry Report on Indian Steel Pipes & Tubes” dated September 19, 2025 prepared and issued by Dun & Bradstreet (“D&B”) (the “D&B Report”), which has been exclusively commissioned and paid for by our Company in connection with the Issue pursuant to an engagement letter dated November 8, 2024. D&B is an independent agency which has no relationship with our Company, our Promoters and any of our Directors or KMPs or SMPs. Unless otherwise indicated, financial, operational, industry and other related information derived from the D&B Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the D&B Report is available on the website of our Company at www.rksteel.co.in until the Bid/Issue Closing Date. 37Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the risks described in this Section. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of the Issue including the merits and risks involved. You should consult your tax, financial and legal advisors about the particular consequences to you of an investment in our Equity Shares. In this Draft Red Herring Prospectus, any discrepancies in any table between total and sums of the amount listed are due to rounding off. Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “Our Company”, “R K Steel” and “RKS” refer to “R. K. Steel Manufacturing Company Limited. BUSINESS RELATED RISKS 1. A significant portion of our revenue is derived from operations in a limited number of geographies, and any adverse developments affecting such regions could have an adverse impact on our business, results of operations, cash flows and financial condition. We operate primarily in the southern region of India and derive a substantial portion of our revenue from a limited number of Indian states. For Fiscals 2025, 2024 and 2023, revenue from Karnataka, Kerala, Tamil Nadu, and Telangana which amounts to ₹ 1,13,484.64 lakhs, ₹98,737.63 lakhs and ₹84,074.28 lakhs constituting 98.86%, 96.59%, and 98.4% of total revenue from operations for Fiscal 2025., Fiscal 2024 and Fiscal 2023, respectively. The following table sets forth a breakdown of our revenues from operations from the major states/union territories of the Country, in absolute terms and as a percentage of total revenue from operations, for the periods indicated; (₹ in lakhs except for percentage) States For Fiscal % of For Fiscal % of For Fiscal % of 2025 total 2024 total 2023 total revenue revenue revenue 18,800.91 16.38 21,138.37 20.68 9,850. Karnataka 15 11.53 50,658.16 44.13 46,736.94 45.71 Kerala 57,968.12 67.85 41,584.05 36.22 25.45 Tamil Nadu 26,082.47 13,728.07 16.07 2,441.52 2.13 4,779.85 4.68 Telangana 2,527.94 2.95 1,13,484.64 98.86 Total 98,737.63 96.59 84,074.28 98.4 *As certified by Statutory Auditors of the Company, through certificate dated September 19, 2025. Our dependence on these concentrated geographies exposes us to region-specific risks, including adverse economic cycles, infrastructure bottlenecks, natural disasters, civil unrest, labour disruptions, or changes in local government policies and regulations. Any such development could disrupt our supply chain, impair distribution and logistics, or impact customer demand, thereby adversely affecting our business operations. Although we have made limited exports to countries such as the United States of America, , and Peru, such exports accounted negligible to our total revenue in Fiscals 2025, 2024 and 2023, respectively. Our business continues to be predominantly domestic in nature, with negligible international exposure. As such, we remain highly dependent on demand and economic stability in India, particularly in the southern states. 38While we intend to expand into other geographies to mitigate concentration risk, there can be no assurance that such diversification plans will succeed or yield material results in the near term. Any failure to broaden our geographic footprint may limit our growth potential and continue to expose us to regional risks. Accordingly, any adverse development affecting our key states of operation, including changes in industrial policy, tax structures, transport infrastructure, or socio-political conditions, could lead to a material decline in revenue and have an adverse effect on our business, financial condition, results of operations, and cash flows. 2. We rely substantially on our top 10 suppliers for procurement of raw materials, and any shortage, delay or disruption in their supply could materially impact our business, financial condition, results of operations and cash flows. Our operations rely heavily on uninterrupted and timely availability of key raw materials, including (HR) Coil, zinc, and consumables such as bearings, cutters, oil and grease. As we primarily operate on purchase order arrangements, without long-term procurement contracts, we remain exposed to risks of supply constraints and raw material price volatility. The pricing and availability of these inputs are subject to factors beyond our control, such as production interruptions at supplier facilities, volatility in global commodity prices, supply chain and logistics bottlenecks, import restrictions, foreign exchange fluctuations, trade sanctions, natural calamities and geopolitical events. These factors may significantly impact our ability to maintain production schedules, manage costs and preserve operating margins. For Fiscals 2025, 2024 and 2023, our total expenses towards purchase of raw materials amounted to ₹1,12,675.42 lakhs, ₹94,178.98 lakhs, and ₹82,968.01 lakhs, respectively, comprising 98.17%, 92.14%, and 97.90% of our revenue from operations. The breakdown of imported and indigenous purchases is provided below; Particulars For Fiscal 2025 For Fiscal 2024 For Fiscal 2023 in ₹ in % of in ₹ in % of total in ₹ in % of lakhs total lakhs revenue lakhs total revenue revenue Import of goods 7,757.50 6.88 18,760.75 19.92 7,427.20 8.95 Indigenous goods 1,04,917.92 93.12 75,418.23 80.08 75,540.81 91.05 Purchase Total Purchases 1,12,675.42 100.00% 94,178.98 100.00% 82,968.01 100.00% As certified by Statutory Auditors of the Company through certificate dated September 19, 2025. We import raw materials such as HR coil primarily from countries like China, Dubai-UAE and South Korea. The country-wise import breakdown is as follows: Country Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount (in ₹ % Total Amount % Total Amount % Total lakhs) Purchases (in ₹ Purchasaes (in ₹ Purchases lakhs) lakhs) South 5,276.44 4.68% 16,842.90 17.88% - - Korea China 2,481.06 2.20% 1,917.85 2.04% 4,757.99 5.73 Dubai-UAE - - - - 2,669.21 3.22% Total 7,757.50 6.88% 18,760.75 19.92% 7,427.20 8.95% As certified by Statutory Auditors of the Company through certificate dated September 19, 2025. Our dependence on a limited set of suppliers is further highlighted by our concentration of purchase expenses. For Fiscals 2025, 2024, and 2023. Details of our top 2,5 and 10 suppliers are as under: 39Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 in ₹ in % to Total in ₹ in % to Total in ₹ in % to Total lakhs Purchases lakhs Purchases lakhs Purchases Top 2 54,007.58 47.93% 36,581.07 38.84% 40,509.73 48.83% Suppliers Top 5 87,314.86 77.49% 66,753.68 70.88% 65,857.09 79.38% suppliers Top 10 1,06,681.92 94.68% 78,823.08 83. 70% 76,097.4 91. 67% suppliers As certified by Statutory Auditors of the Company through certificate dated September 19, 2025. Any deterioration in our relationships with these suppliers, or any failure on their part to supply materials on time and in the required quality or quantity, could adversely affect our production schedules. Our limited diversification of suppliers and the absence of long-term contracts increase our vulnerability to price fluctuations and supply disruptions. If we are unable to pass on raw material cost escalations to our customers, our operating margins may be adversely affected. Delays in procurement may also result in delayed deliveries, imposition of penalties by customers, strained business relationships and potential loss of business opportunities. Although we have not faced procurement challenges during the last three Fiscals, we cannot assure continuity of supply in the future. Any such disruption could impair our ability to meet customer demand, adversely affect customer satisfaction, and materially impact our business, financial condition, results of operations and cash flows. 3. We derived 34.78%, 35.01%, and 42.08% of our revenue from operations from our top 10 customers in Fiscals 2025, 2024 and 2023 respectively, and we do not have long-term contracts with all of these customers. The loss of one or more such customers or any reduction in their purchases could adversely affect our business, results of operations, cash flows and financial condition. We derive a considerable portion of our revenue from a concentrated group of customers, primarily traders, who purchase our products for domestic distribution. The table below sets forth the revenue contribution from our top 2, top 5, and top 10 customers as a percentage of our revenue from operations for the last three Fiscals: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % to Amount (in % to Amount % to (in ₹ operation ₹ lakhs) operation (in ₹ operation lakhs) revenue revenue lakhs) revenue Top 2 12,120.28 10.56% 15,249.27 14.92% 11639.17 Customers 13.73% Top 5 25,463.29 22.18% 26,589.01 26.01% 23885.90 customers 28.19% Top 10 39,920.67 34.78% 35789.77 35.01% 35,662.09 customers 42.08% *As certified by Statutory Auditors of the Company, through certificate dated September 19, 2025. We do not have long-term contracts with these customers; our engagements are primarily governed by purchase orders that do not guarantee future volumes, pricing stability, or ongoing business. Consequently, any change in the sourcing strategy or purchasing preferences of these customers may significantly affect our revenue. The absence of committed volumes heightens our exposure to order fluctuations and short-notice cancellations, which can disrupt our production scheduling, inventory management, and working capital cycle. Furthermore, if our competitors offer more favourable commercial terms, or if customers seek alternative products or suppliers, we risk losing business. 40In addition to the risk of revenue loss, customer-related disruptions could also stem from disputes over pricing, quality, delivery schedules, or service standards. Moreover, financial instability, insolvency, or payment delays from key customers could impact our receivables and cash flows. Any failure to replace lost customers on comparable terms could adversely affect our margins and overall financial performance. Although we did not experience the loss of any major customer during the last three Fiscals, our continued dependence on a small group for a considerable share of revenue presents a risk. Any material decline in orders from these customers may adversely affect our business, results of operations, financial condition, and cash flows. 4. We operate from a single manufacturing facility located at Perundurai, Tamil Nadu, India and any disruption at this facility could adversely affect our operations, business and financial condition. Our integrated manufacturing facility, located at Plot NN5, SIPCOT Industrial Growth Centre, Ingur Village, Perundurai 638 052, Tamil Nadu, is the sole production site for our operations. As on date, this facility houses nine (9) Tube Mills, four (4) Slitting Lines, two (2) Continuous Galvanizing Lines one (1) Tandem Cold Rolling Mill (“CRM”), one (1) Pickling Unit and one (1) Hot Dip Galvanizing Unit. We do not maintain any alternate or backup production facilities. Consequently, our operations and supply obligations are entirely dependent on uninterrupted functioning of this single site. Any disruption, whether temporary or prolonged, could materially and adversely impact our production schedules, business continuity, customer relationships, financial condition and results of operations. Disruptions may arise from a wide range of factors including natural disasters (such as earthquakes, floods, or cyclones), fires, power outages, equipment breakdowns, unavailability of raw materials, accidents, or other operational hazards. Additionally, risks such as labour unrest, strikes, adverse regulatory actions, or revocation of environmental or operational permits could also lead to suspension of activities at this site. Any halt in manufacturing operations may result in delays in fulfilling customer orders, cancellation of orders, inability to meet contractual delivery schedules, and consequent loss of revenue. Customers may turn to alternative suppliers, adversely impacting our market reputation and competitiveness. Furthermore, a disruption at our facility could lead to idle labor and fixed overheads without corresponding revenues, thereby exerting pressure on our margins and working capital. While we maintain insurance coverage for against risks such as fire and machinery breakdown, such insurance may not cover all possible losses or consequential damages. Recovery under these policies may also be subject to deductibles, policy limits, and time delays. The ability to restart operations after a major disruption would depend on multiple external and internal factors such as availability of skilled workforce, restoration of utilities, procurement of critical spare parts or machinery, and requisite regulatory approvals. Any delays in these aspects may prolong production downtime. While we have not encountered any disruption in our manufacturing facility, given our complete reliance on a single manufacturing facility, any significant or repeated disruption at this location could have a material adverse effect on our business, financial condition, results of operations and cash flows. 5. We derive a substantial portion of our revenue from the sale of our welded steel pipes and tubes particularly galvanized plain pipes and any reduction in demand for these products may adversely impact our business, financial condition, results of operations, and cash flows. Further, our inability to diversify our product portfolio may constrain our growth and profitability. Our current product portfolio is concentrated in welded steel pipes and tubes, including GP Pipes, GI Pipes, HR Pipes and CR Pipes, as well as steel coils, including GP Coils, CRFH Coils and HR Coils. We are significantly dependent on the continued sale of these products to generate revenue. 41The following table sets forth our revenue contribution from these products for the last three Fiscals: (₹ in lakhs except for percentages) Particulars Welded Steel Pipes and Tubes Steel Coils Others* GP Pipes GI pipes HR CR GP coils CRFH HR Coils Pipes Pipes coils Fiscal 2025 50,107.57 12,362.73 5,468.05 9826.22 9,983.08 77.08 13,623.97 13,330.63 % of 43.66% 10.77% 4.76% 8.56% 8.70% 0.07% 11.87% 11.61% Revenue from Operations Fiscal 2024 50,837.52 13,923.67 9,092.15 4,753.02 7,876.10 281.13 11,895.10 3,557.31 % of 49.74% 13.62% 8.90% 4.65% 7.71% 0.28% 11.64% 3.46% Revenue from Operations Fiscal 2023 53,103.40 12,253.60 3,999.25 1,456.33 10,532.22 637.23 2,134.99 627.23 % of 62.66% 14.46% 4.72% 1.72% 12.43% 0.75% 2.52% 0.74% Revenue from Operations * Others include sale of HR Sheet/Plate, MS Angle, MS Flat, MS Round, Sponge Iron and Iron Ore Pellet As certified by the Statutory Auditors Mahesh C Solanki & Co. through certificate dated September 19, 2025. A large portion of our revenue is derived from a narrow set of products, particularly GP pipes and GI pipes, out of which GP pipes accounted for 43.66%, 49.74% and 62.66% of our revenue from operations in Fiscals 2025, 2024 and 2023, respectively and GI pipes accounted for 10.77%, 13.62% and 14.46% respectively . Any adverse change in the demand for our product categories specifically GP pipes, whether on account of (i) changes in customer preferences, (ii) reduced infrastructure or industrial investments, (iii) availability of substitute materials (such as plastic or composite pipes), (iv) technological changes, or (v) regulatory or environmental restrictions, could materially and adversely affect our revenue, margins, and profitability. Further, demand for steel pipes and coils is inherently cyclical and strongly correlated with the performance of key end-use sectors such as construction, infrastructure, automobile, solar power and engineering, etc. A slowdown in these industries, adverse macroeconomic conditions, reduction in government capital expenditure, or delays in infrastructure projects could directly impact our sales volumes. 6. Our Profit After Tax (“PAT”) and Earnings Before Interest, Depreciation, Tax and Amortisation (“EBITDA”) declined significantly in Fiscal 2025 despite an increase in revenue from operations, indicating margin contraction and reduced profitability, which may adversely affect our business, financial condition and results of operations. Our revenue from operations increased from ₹84,744.25 lakhs in Fiscal 2023 to ₹1,02,216.00 lakhs in Fiscal 2024, and further to ₹1,14,779.33 lakhs in Fiscal 2025. Over the same period, our EBITDA increased from ₹4,713.40 lakhs in Fiscal 2023 to ₹5,955.37 lakhs in Fiscal 2024, but declined to ₹4,829.82 lakhs in Fiscal 2025. Similarly, our Profit After Tax (PAT) increased from ₹1,988.15 lakhs in Fiscal 2023 to ₹2,270.41 lakhs in Fiscal 2024, but decreased significantly to ₹1,090.63 lakhs in Fiscal 2025. Our select key financial performance indicators for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are detailed below. (₹ in lakhs except for percentages) 42Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total Income (1) 1,15,373.05 1,02,851.55 85,880.40 Revenue From Operations (2) 1,14,779.33 1,02,216.00 84,744.25 Growth in Revenue from Operations (in %) 12.29 20.62 -13.86 Other Income (3) 593.72 635.55 1,136.14 EBITDA (4) 4,829.82 5,955.37 4,713.40 EBITDA Margin (5) 4.21 5.83 5.56 PAT (6) 1,090.63 2,270.41 1,988.15 PAT Margin (7) 0.95 2.22 2.35 Cash Flow from Operating Activities (8) (4,462.58) 2,752.16 (2,318.79) Cash Flow from Investing Activities (9) (3,889.92) (375.00) (6,138.32) Cash Flow from Financing Activities (10) 5,326.51 1,749.26 8,855.78 Net Worth (11) 12,068.31 10,980.50 8,703.38 Debt Equity Ratio (12) 2.91 2.49 2.68 Return on Equity (13) 9.46% 23.07% 27.32% Return on Capital Employed (14) 8.28% 13.37% 12.68% Return on Assets (15) 2.01% 5.66% 5.58% Interest Coverage Ratio (16) 1.60 2.46 3.01 Fixed Asset Turnover Ratio (17) 12.63 12.54 20.41 Working Capital Days (18) 104.00 86.00 93.00 Net Asset Value per share (19) 24.43 22.23 17.62 As certified by the Statutory Auditors through certificate dated September 19, 2025. Notes: 1. Total income means aggregate of Revenue from operations and Other Income. 2. Revenue from Operations represents the income generated by the Company from its core operating activities. This gives information regarding the scale of operations. 3. Other Income is the income generated by the Company from its non core operations 4. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax/ (loss) for the year / period and adding back interest cost, depreciation, and amortization expense. 5. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations. 6. Profit for the year/period represents the restated profits of the Company after deducting all expenses. 7. PAT Margin (%) is calculated as Profit for the year/period as a percentage of Revenue from Operations. 8. Cash Flow from Operating Activities represents the net cash generated or used by a company’s core business operations during the year. 9. Cash Flow from Investing Activities reflects the cash spent on or received from investments in assets like property, equipment, or securities during the year 10. Cash Flow from Financing Activities shows the cash inflows and outflows related to borrowing, repaying debt, issuing shares, or paying dividends during the year. 11. Net Worth is computed as Equity Share Capital plus Other Equity 12. Debt - equity ratio is calculated by dividing total debt by total equity. Total debt represents long - term and short - term borrowings. Total equity is the sum of share capital and reserves & surplus and NCI. 13. Return on Equity is calculated by dividing PAT by average shareholders' equity, indicating how effectively a company uses equity to generate profit. 14. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end of respective period/year. (Capital employed calculated as the aggregate value of total equity, total debt and reduced by Intangible assets) 15. Return on Assets (ROA) is calculated by dividing PAT by total assets. 16. Interest coverage ratio is calculated as EBIT divided by Finance cost 17. Fixed Asset Turnover Ratio is computed as revenue from operations divided by net fixed assets 18. Working Capital Days is derived from (Working Capital ÷ Sales) × 365. 19. Net Asset Value per Share is calculated as total assets reduced by total liabilities divided by the number of outstanding shares at the end of the year. Correspondingly, our EBITDA margin declined from 5.83% in Fiscal 2024 to 4.21% in Fiscal 2025, and our PAT margin reduced from 2.22% in Fiscal 2024 to 0.95% in Fiscal 2025, reflecting contraction in profitability margins despite an increase in revenue. The decline in EBITDA and PAT in Fiscal 2025, despite an increase in revenue from operations, was primarily attributable to a combination of operational and financial factors. Cost of materials consumed, which represents a significant portion of our total expenses, increased during Fiscal 2025 due to higher input prices and production volumes. The increase in input costs could not be entirely passed on to customers, leading to compression in gross margins. Purchase of Stock-in-Trade increased from 43₹1,874.52 lakhs in Fiscal 2024 to ₹10,715.73 lakhs in Fiscal 2025 i.e. an increase of 471.65%, primarily due to a deliberate scale-up of the trading business. In Fiscal 2025, the Company expanded coil trading, including importing HR Coils and supplying them to local buyers in Chennai and surrounding regions, and took over the coil sales business in Chennai to capitalize on favourable cross-border pricing differentials; trading HR coils were also imported from Korea and Vietnam to service local dealer demand. Further, employee benefit expenses increased owing to expansion in operational scale and addition of manpower across production, quality, and support functions. Finance costs also rose due to higher working capital borrowings undertaken to support increased operations and inventory levels, coupled with higher prevailing interest rates. In addition, other operating expenses, including power and fuel, freight and logistics, repairs and maintenance, and administrative overheads, increased due to expanded production activity, inflationary pressures, and the operation of newly commissioned capacity. The share of trading income, which carries lower margins compared to manufacturing, also rose marginally in Fiscal 2025, thereby reducing blended margins. Moreover, depreciation expenses increased following the capitalization of newly installed equipment, including five additional tube mills and one slitting line, leading to higher non-cash charges. These factors collectively resulted in a decline in both EBITDA and PAT, alongside contraction in EBITDA and PAT margins, despite revenue growth. There can be no assurance that such margin pressures will not persist in future periods. Any sustained increase in input or finance costs, volatility in raw material prices, or inability to improve cost efficiencies or pricing may continue to adversely affect our profitability and may have a material adverse effect on our business, financial condition, cash flows, and results of operations 7. Our business is a high volume-low margin business. Any disruption in turnover or inability to grow revenues consistently could materially and adversely affect our business, results of operations, and financial condition. We operate in a high-volume, low-margin industry where profitability is primarily dependent on achieving scale, operational efficiency, and effective cost management. Due to the nature of the products we manufacture and sell, as well as the competitive intensity in the steel pipes and coils industry, we are often unable to charge higher margins on our products. Our business model is therefore heavily reliant on our ability to regularly grow turnover and efficiently execute key processes such as procurement of raw materials, production scheduling, and timely sales/order execution. Any disruption in turnover growth could have a material adverse impact on our operating results, debt servicing ability, and overall financial condition. The table set forth below the details of the revenue from operation for last three Fiscal (in ₹ lakhs) Parameter Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from operations 1,14,779.33 1,02,216.00 84,744.25 The table set forth below the details of our Profit After Tax (PAT) margin; Parameter Fiscal 2025 Fiscal 2024 Fiscal 2023 Return Based Return on Equity 9.46% 23.07% 27.32% Return on Capital Employed 8.28% 13.37% 12.68% Margin Based EBITDA Margin (%) 4.21 5.83 5.56 PAT Margin (%) 0.95 2.22 2.35 These figures demonstrate that even modest fluctuations in turnover, raw material prices, or operational 44costs can have a disproportionate impact on profitability. For instance, in Fiscal 2025 our revenue from operations increased by 12.29% over Fiscal 2024; however, our PAT margin declined to 0.95% from 2.22% in the previous year, reflecting the sensitivity of our bottom line to margin pressures. Our future growth strategy is cantered on improving functional efficiency, expanding our product portfolio, and scaling our business operations. However, this strategy is subject to risks and uncertainties, many of which are beyond our control, including changes in industry dynamics, raw material price volatility, technological developments, evolving customer preferences, or adverse macroeconomic conditions. Any delays, modifications, or inability to implement our growth initiatives within projected timelines could adversely impact our revenue trajectory and margins. Given the inherent nature of our business involving low profit margins, sudden changes in input costs, unexpected disruptions in supply chains, fluctuations in demand, or anomalies in business operations could substantially affect our net bottom line. Accordingly, any failure to consistently grow our turnover or mitigate margin pressures may have a material adverse effect on our business, results of operations, profitability, cash flows, and financial condition. For further details, see “Management‘s Discussions and Analysis of Financial Condition and Results of Operations” on page 354”. 8. Under-utilization of our production capacities could have an adverse effect on our business, future prospects and future financial performance. As of March 31, 2025, our Manufacturing Facility had an aggregate installed capacity of 13,63,200 MTPA. However, our overall capacity utilization in Fiscal 2025 was only 55.06%. In Fiscals 2024 and 2023, utilization stood at 55.81% and 35.00%, respectively. This indicates that while we have enhanced our production infrastructure, we have not yet been able to fully leverage these capacities to generate commensurate revenues and profitability. In 2024, we undertook a major capacity expansion by installing five new tube mills (taking the total to nine) and an additional slitting line (taking the total to four). Our facility is now equipped with nine Tube Mills, four Slitting Lines, two Continuous Galvanizing Lines, one Tandem Cold Rolling Mill, one Pickling Unit, and one Hot Dip Galvanizing Unit, intended to ensure an efficient and streamlined manufacturing process. These investments have significantly increased our installed capacity and reflect our strategy of scaling up to meet future demand. However, the benefits of such expansion are dependent on achieving higher levels of capacity utilization. The utilization of the installed capacity of our Company has been consistently sub-par. The lower utilization levels have been attributable to various factors, including strategic and operational considerations. Our Manufacturing Facility has been designed to be capable of producing a wide range of products. However, at present, we are selectively focusing on higher-margin products, which do not fully utilise the installed capacity but contribute to improved profitability. Furthermore, a portion of our installed capacity is being held in reserve for upcoming contracts and anticipated demand from new markets, particularly in the interior regions of Karnataka and Tamil Nadu. Underutilization of installed capacity exposes us to several risks, including: • Higher per unit production costs: Fixed costs such as labour, energy, repairs and maintenance, depreciation, and financing expenses must be absorbed over a lower production base, resulting in higher per unit costs, reduced margins, and compressed profitability. • Delayed return on capital investments: The substantial investments deployed towards installing new tube mills, slitting lines, and galvanizing/cold rolling facilities may not yield optimal returns within the anticipated timelines if utilization levels remain sub-optimal. This could negatively impact our overall return on equity and return on capital employed. • Working capital inefficiencies: Underutilization may lead to inventory build-up or idle stock of raw materials, semi-finished goods, and finished goods, thereby increasing our working capital cycle and straining liquidity. • Competitive disadvantage: Other manufacturers operating at higher capacity utilization may be better placed to achieve economies of scale, lower their per unit costs, and offer more 45competitive pricing. This may weaken our ability to compete effectively, especially in price- sensitive segments. • Demand-supply mismatch risk: If actual market demand for our products does not grow in line with our expanded capacity, the mismatch could result in idle facilities and underperforming assets. Conversely, sudden surges in demand in specific product categories where utilization is already low may limit our ability to respond quickly. • Operational inflexibility: Persistently low utilization can result in idle machinery and lower workforce productivity, while also reducing our bargaining power with raw material suppliers and logistics providers who prioritize higher-volume buyers. Our growth strategy is dependent on achieving higher utilization levels by (i) improving sales volumes in existing product categories, (ii) diversifying into geographies, and (iii) enhancing supply chain and order execution efficiency. However, factors beyond our control, such as macroeconomic downturns, shifts in industry demand, raw material price volatility, import/export policies, or logistical disruptions, could adversely affect our ability to utilize the expanded capacities optimally. If we are unable to meaningfully increase the utilization of our enhanced capacities in a timely manner, we may not be able to derive expected operational efficiencies or generate adequate returns on our investments. This could materially and adversely affect our business, financial condition, results of operations, profitability, and overall competitiveness. 9. Our business is working capital intensive, and any inability to optimize our working capital cycle or rationalize our indebtedness may materially and adversely affect our financial condition, profitability, and growth prospects. Our operations are highly working capital intensive on account of extended inventory cycles and elongated credit periods granted to customers. As of Fiscal 2025, our working capital cycle stood at 104 days, and as of Fiscal 2024, it was 86 days and as of Fiscal 2023, it was 93 days. With the expansion of manufacturing capacity in Fiscal 2025, our working capital requirements are expected to rise further in the coming years. A prolonged working capital cycle results in higher reliance on external financing, increases our interest burden, and impacts overall liquidity. In addition, our business is highly leveraged. As of March 31, 2025, our total outstanding borrowings stood at ₹ 35,109.22 lakhs, resulting in a debt-to-equity ratio of 2.91. As of August 18, 2025, our total borrowings were ₹ 29,151.41 lakhs. High levels of debt increase our fixed obligations in the form of interest and principal repayments, reduce financial flexibility, and heighten our dependence on internal accruals. We propose to utilize a portion of the Net Proceeds from the Issue to repay or prepay certain of our existing borrowings to (i) reduce overall indebtedness, (ii) lower interest expenses, (iii) strengthen our balance sheet, and (iv) improve our debt-to-equity ratio. However, our ability to deleverage remains subject to successful execution of these plans and to external factors such as interest rate movements and credit market conditions. An increase in interest rates or tightening of lending norms could materially increase borrowing costs. Our inability to refinance existing debt or raise additional funds on favourable terms could adversely impact our ongoing operations and future expansion plans. High leverage also reduces our ability to respond effectively to competitive pressures or adverse macroeconomic conditions, which could materially and adversely affect our business, financial condition, results of operations, and prospects. For further details on the proposed utilization of Net Proceeds, see “Objects of the Issue” on page 119. 10. Our EBITDA and PAT margins have remained persistently lower than those of our listed industry peers, indicating relatively lower operational profitability and efficiency, which may adversely affect our competitiveness, financial condition and results of operations. Our EBITDA margin and PAT margin have been lower compared to those of our listed industry peers as disclosed in the “Basis for Issue Price” chapter of this Draft Red Herring Prospectus. Our EBITDA margin stood at 5.56%, 5.83%, and 4.21% in Fiscal 2023, Fiscal 2024, and Fiscal 2025, respectively, and 46our PAT margin stood at 2.35%, 2.22%, and 0.95% in the corresponding periods. In comparison, several of our listed peers such as APL Apollo Tubes Limited, Hi-Tech Pipes Limited, Rama Steel Tubes Limited, and Surya Roshni Limited have reported higher EBITDA and PAT margins during similar periods, as disclosed in the Basis for Issue Price section. Our relatively lower margins are primarily attributable to (i) higher cost of materials consumed, including fluctuations in HR Coil prices, (ii) increase in trading activity, which carries inherently lower margins compared to manufacturing operations, (iii) higher finance costs arising from working capital borrowings to support expanded operations, and (iv) increased operating expenses, such as power, fuel, freight, and maintenance, following capacity additions. While our strategy of expanding trading operations and scaling production has contributed to top-line growth, it has also resulted in margin dilution relative to peers with higher-value product mixes or greater pricing power. Our lower margins may constrain our ability to absorb cost fluctuations, invest in capacity or technology upgrades, and sustain competitive pricing in tenders and long-term contracts. We cannot assure you that our margins will align with or exceed industry benchmarks in future periods. Any continued disparity in profitability compared to peers may impact investor perception, our ability to attract institutional clients, and our overall financial flexibility, which may have a material adverse effect on our business, financial condition, cash flows, and results of operations. 11. Our inability to collect receivables from our customers or default in payment by them could result in the reduction of our profits and affect our cash flows We extend credit to our customers for the sale of our products and are therefore exposed to the risk of delayed payments or non-recovery of outstanding amounts. As we do not have long-term contractual arrangements with our customers, there can be no assurance that payments will always be made in a timely manner or at all. Although we typically operate on pre-sanctioned credit limits with customers and monitor their financial position and payment history to determine the credit extended, such measures may not be sufficient to prevent defaults. As of Fiscals 2025, 2024 and 2023, our trade receivables stood at ₹15,899.98 lakh, ₹9438.46 lakh, and ₹8127.09 lakh, representing 13.85%, 9.23% and 9.59% of our revenue from operations during such periods, respectively. High levels of receivables expose us to risks of liquidity pressure and increased working capital requirements. Macroeconomic conditions, including inflationary pressures, rising interest rates, sectoral slowdowns, or financial distress of our customers, could result in further payment delays, restructuring of credit terms, or defaults. In particular, insolvency or bankruptcy of customers could materially increase our receivables, disrupt cash flows, and adversely affect our ability to fund operations. Any significant delay or default in the collection of receivables could compel us to rely on higher levels of external borrowings to finance our working capital requirements. This would increase our finance costs, adversely impacting profitability. Further, prolonged delays in receivables realization could weaken our balance sheet, increase our dependence on internal accruals, and adversely affect our results of operations, cash flows, and overall financial condition. 12. We enter into certain related party transactions in the ordinary course of our business and we cannot assure you that such transactions will not adversely affect our business, results of operations, profitability and margins, cash flows and financial condition. We have entered, and may continue to enter, into transactions with related parties in the ordinary course of our business. These transactions include Interest on loan paid, rent, commission etc in which related entities or individuals exercise significant influence. Our related party transactions, as a percentage of our revenue from operations, constituted 0.91%, 2.21% and 1.78% in Fiscals 2025, 2024 and 2023, respectively. The absolute value of our related party transactions for these periods is set out below: 47(in ₹ lakhs, except percentage) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Absolute sum of all related party 1,037.31 2,257.90 1,504.89 transactions* Revenue from operations 1,14,779.33 1,02,216.00 84,744.25 Absolute sum of all related party 0.91% 2.21% 1.78% transactions as a percentage of revenue from operations (%) *Absolute sum of all related party transaction is excluding any off-balance sheet items. As certified by the Statutory Auditors vide their certificate dated September 19, 2025. Although these transactions have been undertaken on an arm’s length basis and in compliance with the Companies Act, 2013, and other applicable laws, there can be no assurance that future transactions with related parties, individually or in the aggregate, will not give rise to actual or perceived conflicts of interest. Such transactions may not always be in the best interests of the Company or its minority shareholders and may have the effect of limiting our ability to negotiate favorable terms, which could adversely affect our business, financial condition, results of operations, margins, and cash flows. Further, any perception among investors, regulators, or other stakeholders that our related party transactions are not conducted at arm’s length or on commercial terms may negatively impact our reputation and corporate governance profile. Following the listing of our Equity Shares, all related party transactions will be subject to review and approval by our Audit Committee, Board of Directors, or shareholders, as applicable, in accordance with the Companies Act and the SEBI Listing Regulations. However, there can be no assurance that such approvals will eliminate all risks arising out of related party transactions or that such transactions will not have an adverse effect on our business and financial performance. For details of our related party transactions, see “Summary of the Issue Document —Summary of related party transactions” and “Related Party Transactions” on pages 32 and 307, respectively. 13. We operate in a hazardous industry and are subject to business and operational risks arising from the manufacture, usage, and storage of hazardous substances, which could adversely affect our business, results of operations, financial condition, and reputation. Our operations involve processes that are inherently hazardous, including the manufacture, handling, processing, storage, and transportation of hazardous material such as Spent Acid, Sludge and high TDS Salts. In addition, our employees operate heavy machinery at our manufacturing facility, which exposes them to risks of accidents, equipment failure, fire, or explosions. These hazards could result in personal injury or loss of life, severe damage to property and equipment, environmental contamination, suspension of operations, and the imposition of civil and criminal liabilities. Although we adopt safety and security measures and maintain insurance coverage that we believe to be adequate for certain risks, there can be no assurance that such measures will be sufficient to prevent accidents or mitigate their consequences. Any significant workplace accident, fire, explosion, or related incident could cause: (i) injury or loss of life to employees or third parties; (ii) damage to or destruction of plant, machinery, or inventory; (iii) disruption or suspension of operations; (iv) manufacturing or delivery delays impacting our ability to meet customer commitments; (v) imposition of regulatory penalties, civil liabilities, or criminal sanctions; and (vi) reputational damage that may impact customer and supplier relationships. While we have not experienced any major incident during the last three Fiscals, any such event in the future, particularly in the absence of public liability insurance, may require us to incur substantial capital expenditure, pay significant compensation or damages, and defend litigation. Additionally, our hazarour waste authorization has expired. Althouth our Company has made an application on August 23, 2025, we are yet to receive a copy of the authorization. For details of such application and risk in relation to non-receipt of the said approval, see “Government and Other Statutory Approvals – Material approvals or renewals for which applications are currently pending before relevant authorities” and “Risk 48Factors – We require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate our business, any failure to obtain, retain and renew such approvals and licences or comply with such rules and regulations may adversely affect our operations” on pages 402 and 62. This could materially and adversely affect our business, reputation, financial condition, results of operations, cash flows, and prospects. 14. Our interest coverage ratio has declined in Fiscal 2025, indicating reduced ability to service interest obligations from operating earnings, which may adversely affect our business, financial condition, and results of operations. Our interest coverage ratio, which represents the ratio of Earnings Before Interest and Tax (EBIT) to Finance Costs, has declined in Fiscal 2025, reflecting a reduction in our ability to service interest obligations from earnings. Our ICR stood at 3.01 times in Fiscal 2023, declined from 2.46 times in Fiscal 2024, and subsequently declined to 1.60 times in Fiscal 2025. The decline in our interest coverage ratio in Fiscal 2025 was primarily on account of: • An increase in finance costs arising from higher working capital borrowings to support expanded operations and inventory requirements; • Compression in operating margins, with EBITDA margin declining from 5.83% in Fiscal 2024 to 4.21% in Fiscal 2025; and • Reduced profitability, with PAT decreasing from ₹2,270.41 lakhs in Fiscal 2024 to ₹1,090.63 lakhs in Fiscal 2025. A lower interest coverage ratio indicates diminished financial flexibility and a narrower cushion to absorb fluctuations in earnings or interest rates. If our earnings do not increase in proportion to finance costs, our ability to service debt and meet financial covenants may be adversely impacted. We cannot assure you that our interest coverage ratio will improve in subsequent periods. Any further decline due to higher borrowing levels, increase in interest rates, or lower operating profitability may constrain our liquidity, limit access to additional financing, and may have a material adverse effect on our business, financial condition, cash flows, and results of operations. 15. There may have been certain instances of irregularities, discrepancies and non-compliances with respect to certain corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory actions and penalties. There were certain instances of secretarial irregularities and discrepancies in our Company, such as delay in filing, (i) Form ADT-1 for fiscal 2019 (ii) Form 66 for fiscal 2008 (iii) Form 23AC-XBRL for fiscal 2013 (iv) Form 66 for fiscal 2013 (v) Form 23AC XBRL for fiscal 2014 (vii) Form 66 for fiscal 2014 (viii) AOC-4 XBRL for fiscal 2022 (ix) MGT-7 for fiscal 2022 (x) AOC-4 XBRL for fiscal 2023 (xi) Form 23C for fiscal 2013 (xii) Form CRA-2 for fiscal 2019 (xiii) form CRA-2 for fiscal 2021 (xiv) form CRA-2 for fiscal 2022 (xv) form CRA-4 for fiscal 2018 (xvi) form CRA-4 for fiscal 2019 (xvii) form CRA-4 for fiscal 2021.(xviii) form DPT-3 for fiscal 2023 (xix) form 2 for fiscal 2008 (xx) form 2 for fiscal 2009 (xxi) MGT-14 for fiscal 2024 (xxii) MGT-14 for fiscal 2025. However, our company has made all the requisite filings with payment of additional fees, against such late filing, to the Ministry of Corporate Affairs, as applicable. Going forward, we shall endevour to complete secretarial filing within specified time, there can be no assurance that there will be no delays with the filing of certain documents in the future. Further, certain inadvertent clerical and technical errors were also identified in certain statutory filings made with the Registrar of Companies, Tamil Nadu, Chennai (“RoC”), including clerical mistakes/ inaccuracies in e-Form PAS-3 (Return of Allotment) filed in connection with the conversion of unsecured loans into fully paid-up equity shares and e-Form MGT-7 (Annual Return), wherein particulars relating to resolutions and details of directors were not inadvertently missed to be recorded. Upon identification, our Company undertook corrective steps by re-filing the revised PAS-3 with requisite supporting documents to align with statutory requirements and, we also on a suo-moto basis, filed adjudication applications in Form GNL-1 before the RoC acknowledging such non-compliances and seeking adjudication under the Companies Act, 2013, the proceedings of which are currently pending as on date. 49Furthermore, our Company despite commissioning a detailed online search at the ROC through independent Practicing Company Secretary, is not able to trace Form 23B for the fiscal 2007 and 2010, form 2 for fiscal 2009, Form 66 for fiscal 2010, Form DR-3 KYC of Abhsihek Bhalotia for Fiscal 2021 and Form 23C for fiscal 2014. Accordingly, an intimation to RoC was sent regarding the untraceable form. 16. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash flows and results of operations. As on the date of this Draft Red Herring Prospectus, we have not engaged any credit rating agency for obtaining a credit rating in respect of our Company or any of our debt. In the past, we had engaged certain credit rating agencies that assigned us ratings. However, upon completion of their engagement or non- renewal, such agencies downgraded our rating and publish it with the note “Issuer Not Cooperating”. Any unfavourable credit rating assigned to us, or a downgrade of any rating in the future for any reason, may negatively impact our ability to access borrowings on competitive terms. This may result in higher interest costs, more stringent borrowing conditions, or even restricted access to credit, thereby increasing our cost of capital and adversely impacting our liquidity. While we intend to maintain prudent financial discipline and operational performance to mitigate such risks, there can be no assurance that any future credit rating, if obtained, will be favourable or that it will not be subject to revision, suspension, or withdrawal. 17. Our operations are working capital intensive, and our working capital cycle has lengthened in Fiscal 2025, indicating increased dependence on external financing, which may adversely affect our liquidity, business operations and results of operations. Our business is inherently working capital intensive, given the nature of our operations, which require maintaining substantial inventory of raw materials and finished goods, and offering credit to customers across both manufacturing and trading activities. Our working capital days stood at 93.00 days in Fiscal 2023, 86.00 days in Fiscal 2024, and increased to 104.00 days in Fiscal 2025, indicating a lengthening of our working capital cycle in the most recent fiscal period. The increase in working capital requirements during Fiscal 2025 was primarily on account of: • Higher inventory levels, reflecting stocking of raw materials and finished goods to support expanded production capacity and trading volumes; • Increase in trade receivables, due to extended credit offered to customers to sustain competitive positioning; and • Rise in purchase of stock-in-trade, consequent to the expansion of our HR coil trading business, which is inherently working capital intensive. An elongated working capital cycle results in higher reliance on short-term borrowings and an increase in finance costs, adversely impacting profitability and operating cash flows. Any further increase in inventory holding period or delay in receivables collection may accentuate liquidity pressures. We cannot assure you that our working capital cycle will not lengthen in future periods. Any inability to efficiently manage our working capital requirements or timely realize receivables could increase our dependence on external financing and may have a material adverse effect on our business, financial condition, cash flows, and results of operations. 18. We are subject to strict quality requirements, and any product defects or failure by us or our raw material suppliers to comply with prescribed quality standards may result in order cancellations, recalls, reputational harm, and potential product liability claims. Our business is subject to strict quality requirements imposed by regulators, customers, and industry practices. The products manufactured by us are required to comply with the standards prescribed by the Bureau of Indian Standards (“BIS”) as well as the specifications mandated by our customers. While our 50Manufacturing Facility is certified in accordance with ISO 9001:2015 for the manufacture and supply of ERW MS/Galvanized/Hot-Dip Galvanized/CR/HRPO/Powder Coated Tubes, Pipes and Galvanized Coils, and we have also received product certifications from the Bureau of Indian Standards such as IS 1161:2014, IS 1239:PART 1:2004, IS 3601:2006, IS 4923:2017 and IS 18573:2024 for steel tubes and pipes, compliance with such certifications does not eliminate the risk of non-conformance, product defects, or liability exposure. For further details, see “Government and Other Approvals” on page 398. We face the inherent risk of exposure to product defects, recalls, and liability claims if the use of any of our products results in injury or property damage. Although during the last three Fiscals we have not faced any liability claims that resulted in personal injury or property damage, there can be no assurance that such claims will not arise in the future. If our products fail to meet applicable regulatory or customer standards, we may be required to replace or recall defective products at significant cost, compensate customers or third parties for damages, defend product liability claims or litigation, and may also be subject to penalties or regulatory actions, including fines, suspension or revocation of approvals, or restrictions on operations. The quality of our finished products is directly dependent on the quality of raw materials supplied to us. Any failure by our suppliers to adhere to prescribed standards or regulatory requirements could disrupt our ability to deliver compliant products and delay fulfillment of customer orders until compliance is achieved or a new supplier is identified and qualified. There can be no assurance that we will always be able to identify or qualify alternate suppliers in a timely manner, or at all. Further, failure by us or our suppliers to consistently comply with BIS norms, regulatory requirements, or customer specifications could lead to the cancellation of existing and future orders, adversely impact customer confidence, and damage our reputation in the market. Such failures may also expose us to regulatory actions including injunctions, license revocations, seizures, or operating restrictions. Any of these events could result in loss of business opportunities, increased costs, reduced revenues, reputational harm, and could materially and adversely affect our business, financial condition, results of operations, and cash flows 19. Our Company, Promoters and Directors are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition. Our Company, Promoters and Director are parties to certain legal proceedings. These legal proceedings are pending at different stages before various courts, tribunals and forums. The outcomes of these legal proceedings are uncertain and could lead to adverse orders against our Company, Promoters and Directors. Legal expenses, regulatory challenges, and potential sanctions arising from these proceedings may put a strain on our financial resources and impact our profitability. In the event of adverse rulings in these proceedings or levy of penalties / fines by courts, tribunals and forums, our Company may need to make payments or make provisions for future payments. Furthermore, adverse publicity and negative perceptions associated with criminal litigations can affect our reputation, leading to potential loss of customer trust and business opportunities. It may also impact our ability to secure contracts, licenses, or permits required for our operations. A summary of the pending criminal and tax proceedings and other material litigations involving our Company, Directors and Promoters has been provided below: Nature of Cases Number of Amount Involved outstanding cases (₹ in lakhs)* Litigation involving our Company Criminal proceedings against our Company Nil Nil Criminal proceedings by our Company Nil Nil Material civil litigation against our Company Nil Nil Material civil litigation by our Company 3 65.95 Actions by statutory or regulatory Authorities Nil Nil Direct and indirect tax proceedings 17 4.81 51Nature of Cases Number of Amount Involved outstanding cases (₹ in lakhs)* Litigation involving our Directors (other than Promoters) Criminal proceedings against our Directors Nil Nil Criminal proceedings by our Directors Nil Nil Material civil litigation against our Director Nil Nil Material civil litigation by our Director Nil Nil Actions by statutory or regulatory authorities Nil Nil Direct and indirect tax proceedings Nil Nil Litigation involving our Promoters Criminal proceedings against our Promoters Nil Nil Criminal proceedings by our Promoters Nil Nil Material civil litigation against our Promoters 1 Not ascertainable Material civil litigation by our Promoters Nil Nil Actions by statutory or regulatory authorities Nil Nil Direct and indirect tax proceedings 7 0.87 Litigation involving our KMPs and SMPs Criminal proceedings against our KMPs and Nil Nil SMPs Criminal proceedings by our KMPs and SMPs Nil Nil Actions by statutory or regulatory authorities Nil Nil Direct and indirect tax proceedings Nil Nil *To the extent quantifiable. We cannot assure that any of the aforementioned litigations will be settled in our favour, or that no further liability will arise out of these proceedings. Even if we are successful in defending such cases, we will be subjected to legal and other costs relating to defending such litigation, and such costs could be substantial. The amounts claimed in these proceedings have been disclosed to the extent ascertainable. All of the above ongoing matters could result in financial losses, reputational damage, and disruptions to our Company’s business operations, in the event any adverse orders are passed against our Company/directors. While we have not incurred any material penalties / fines due to any adverse rulings during the last three Fiscals, such payments or provisions may increase our expenses and current or contingent liabilities and also, adversely affect our reputation, business, financial condition and results of operation in future. 20. We have contingent liabilities and our financial condition could be adversely affected if any of these contingent liabilities materializes. As of March 31, 2025, contingent liabilities disclosed in the notes to our audited and Restated Financial Statements aggregated ₹ 4.76 lakhs. The following table sets forth our contingent liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 as per the Restated Financial Information: (₹ In Lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 A. Contingent Liabilities TDS default summary 3.77 2.63 1.60 Income Tax demands u/s 0.74 0.74 0.74 143(1)(a) Goods and Service Tax 0.25 - - Total 4.76 3.37 2.54 If any of these contingent liabilities materialize, our financial condition and results of operation may be adversely affected. For details, please see “Restated Financial Statements - Note no. 42 - Contingent Liabilities” on page 311. 5221. There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities, which may have an adverse impact on our financial condition and cash flows. There have been certain instances on delay in payment of statutory dues during last three Fiscals, which inter-alia include, late filing of GST returns delayed payment of provident fund, ESIC, Income tax and TDS and Labour welfare fund. which as on the date of this Draft Red Herring Prospectus has been deposited with relevant authorities. For instance, please see below instances of delay/ irregularity in payment of provident fund dues and GST for the periods indicated: The following table depicts the delays in filing GST returns by the Company Fiscal Return Type No. of cases of No. of Days delays Delayed 2024 GSTR-3 1 14 2023 GSTR-1 1 2 Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Contribution towards Employee Provident Fund (EPF) EPF paid for total number of employees 15 16 21 Amount in lakhs 6.34 6.18 8.62 Number of cases of delay 1 0 1 Contribution towards Employee State Insurance Corporation (ESIC) ESI paid for total number of employees 24 34 109 Amount in lakhs 2.08 2.63 2.49 Number of cases of delay 2 5 1 Income Tax and Tax Deducted at source (IT & TDS) IT & TDS for total number of employees 23 16 14 Amount in lakhs 50.44 52.16 40.88 Number of cases of delay 2 0 0 Professional Tax Professional Tax paid for total number of 238 Nil Nil employees Amount in lakhs 5.07 Nil Nil Number of cases of delay 2 Nil Nil Labour Welfare Fund Labour welfare fund for total number of 96 Nil Nil employees Amount in lakhs 0.06 Nil Nil Number of cases of delay Nil Nil Nil *As certified by the Statutory Auditors pursuant to their certificate dated September 19, 2025 Recognizing the importance of timely and accurate regulatory compliance, our Company has undertaken corrective steps to address and prevent such delays in the future. These measures include the appointment of dedicated personnel specifically tasked with overseeing compliance, regulatory reporting, and statutory filings. In addition, we have implemented enhanced internal processes and reporting structures to ensure that all regulatory requirements are tracked, escalated, and fulfilled within the prescribed timelines. Where required, we have also engaged external consultants and legal advisors to review and validate compliance-related workflows, strengthen documentation standards, and provide oversight during critical reporting cycles. These steps are intended to institutionalize accountability and reduce reliance on ad hoc or reactive approaches to compliance. While we believe that these initiatives have significantly improved our internal compliance capabilities, 53there can be no assurance that future delays or lapses will not occur. Any failure to comply with applicable laws and regulatory filing requirements in a timely manner may subject us to warnings, penalties, or reputational risks, all of which could adversely affect our operations or delay future corporate actions. 22. In addition to revenue derived from our manufacturing activity, we also derive revenue from trading of steel coils and sheets, which may expose us to risks distinct from our manufacturing business. In addition to revenue generated from our manufacturing activity, we also derive a portion of our revenue from trading of steel coils and sheets. Our revenue from operations attributable to manufacturing was ₹1,03,762.19 lakhs, ₹1,00,325.21 lakhs and ₹84,744.25 lakhs in Fiscals 2025, 2024 and 2023, representing 90.40%, 98.15% and 100% of our revenue from operations, respectively, while revenue from trading was ₹11,017.14 lakhs and ₹1,890.79 lakhs representing 9.60% and 1.85% of our revenue from operations in the same periods. Our trading income primarily arises from trading of HRCoils, which are also a primary raw material for our welded pipes and tubes. These coils are typically sold to small manufacturers who are unable to place advance orders and maintain inventory, or to manufacturers requiring material for small order quantities. In addition, we also supply these coils to sheet suppliers and other PEB manufacturers in the region. The trading activity exposes us to risks distinct from our manufacturing business, including volatility in raw material prices, thin trading margins, counterparty risks, and fluctuations in short-term demand. Further, since HR coils are also a key raw material for our own manufacturing operations, diversion of inventory for trading purposes may affect our ability to meet internal production requirements if procurement is not effectively managed. In addition, trading does not allow us to exercise the same degree of control over quality and value addition as in our manufacturing activity and therefore may be more susceptible to price-based competition. There can be no assurance that our trading income will continue to contribute to our overall revenues at the same levels as in prior periods, or that demand from small manufacturers, sheet suppliers, or PEB manufacturers will remain stable. Any decline in our trading income, inability to manage risks associated with trading activity, or adverse movement in raw material prices could negatively affect our overall revenue, profitability, and financial performance. 23. The steel pipes and tubes market in India faces several threats and challenges that can impact its growth and long-term competitiveness. The steel pipes and tubes market in India faces several threats and challenges that can impact its growth and long-term competitiveness. These challenges are structural and market-driven in nature and may adversely affect industry players across the value chain. According to the D&B Report, the market is significantly affected by stiff competition from imported steel pipes, particularly from countries with established manufacturing capabilities and cost advantages. In FY2024, steel pipes and tubes imported from China, Korea, and Vietnam accounted for nearly 70% of total import volume. This influx of cheaper imports exerts downward pressure on domestic prices, impacting the profitability of Indian manufacturers and challenging the revenue growth of the domestic market. The high dependence on low-cost imports limits the growth opportunities for domestic participants and poses risks to capacity utilization and investment plans. The D&B Report also highlights that the growing availability of alternative materials, especially PVC and plastic pipes, also presents a credible substitution risk for steel pipes, particularly in non-critical applications. These alternatives are often perceived as more cost-effective and easier to install, making them attractive in a price-sensitive market like India. As the penetration of PVC and plastic pipes increases, the demand for conventional steel pipes may be further constrained. As per D&B Report, from an export perspective, environmental compliance costs are emerging as a key barrier. Indian steel manufacturers and finished steel product exporters to the European Union are subject to a carbon tax of 25% to 30%, unless they reduce emissions to meet prescribed thresholds. This presents 54a challenge, either paying the tax, which would make products less competitive due to higher landed costs, or investing in decarbonization technologies, which may involve significant capital expenditure and long gestation periods. The D&B Report also highlights that in response to a slowing global economy, many countries have begun imposing trade barriers to restrict imports from China and other low-cost economies, as a measure to protect domestic industries. While Indian manufacturers may benefit from lower dumping in export markets, they also face indirect consequences in the form of cost escalations. Although some level of raw material pricing is hedged, frequent fluctuations in input costs can drive up the cost of production, thereby impacting pricing flexibility and margins. These cumulative risks, arising from import dependency, material substitution, carbon taxation, and raw material cost volatility, pose challenges to the industry’s growth, investment appetite, and global competitiveness. Any material impact of these factors could constrain the financial and operational performance of steel pipes and tubes manufacturers operating in India 24. We operate in a highly competitive business environment, and competition from existing players and new entrants, coupled with consequent pricing pressures, could adversely affect our growth, financial condition, and results of operations. The Indian steel industry, including the welded pipes, tubes, and coils segment in which we operate, is highly competitive and fragmented. We face competition from both established domestic players and new entrants, some of whom may have larger operating capacities, stronger financial resources, and greater bargaining power. We believe that the key competitive factors affecting our business include product quality, capacity creation and utilization, changes in manufacturing technology, logistics feasibility, workforce skill and productivity, operating costs, pricing power with large buyers, access to funding, the degree of regulation, and access to a reliable supply of raw materials. Our ability to maintain or increase market share will depend on the effectiveness of our marketing initiatives, our ability to anticipate and respond to various competitive factors, our success in improving manufacturing processes and techniques, and our ability to introduce new products in line with evolving customer requirements. Competition may also arise from global steel producers expanding into India, as well as domestic players pursuing backward or forward integration. These factors could lead to significant price competition, reduced margins, and a decline in revenue. Larger competitors may also have the advantage of negotiating preferential terms for raw materials, bulk procurement, or favourable pricing with distributors and customers, which may not be available to us. In addition, our competitors may have lower leverage and/or access to cheaper sources of funding. Such financial strength allows them to invest more aggressively in capacity expansion, product development, acquisitions, and customer relationships, thereby displacing demand for our products. The steel industry has also witnessed a gradual trend toward consolidation, and further consolidation could disadvantage smaller players such as us by concentrating market share with larger competitors. Some of our regional competitors may have advantages over us due to specialization in niche or value- added products, stronger distributor and dealer networks, or deeper customer relationships. While our strategic location in Tamil Nadu provides us with logistical advantages and market access to the southern market, the entry of new players in our operating regions with greater financial and distribution resources could adversely impact our sales and profitability. Failure to compete effectively may result in the loss of existing customers, inability to secure new orders, erosion of margins, and a decline in profitability. Further, new companies may emerge with innovative business models or competitive pricing strategies to capture a share of our markets. There can be no assurance that we will be able to compete successfully in the future against our existing or potential competitors, or that increased competition will not materially and adversely affect our business, results of operations, profitability and margins, cash flows, and financial condition. 25. We have faced negative cash flows from operating activities and investing activities in the past. 55We have sustained negative cash flow from operating activities in Fiscal 2025 and Fiscal 2023 as well as negative cash flow from investing activities in all the last three Fiscals. The following table sets forth certain information relating to our cash flows during the Fiscals 2025, 2024 and 2023. (₹ in lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Net cash generated from/ (used in) (4,462.58) 2,752.16 (2,318.79) operating activities Net Cash from Investing Activities (3,889.92) (375.00) (6,138.32) Net Cash from Financing Activities 5,326.51 1,749.26 8,855.78 Negative cash flows may be indicative of a lower ability to generate sufficient cash inflows to meet operating requirements, fund working capital needs, undertake capital expenditure, or service debt obligations. While negative cash flows in a particular period may not necessarily indicate a long-term issue, continued negative cash flows from operating activities could adversely impact our liquidity, ability to fund our operations, undertake expansion plans, and meet business obligations in a timely manner. We cannot assure you that we will not experience negative cash flows in the future or that our business operations will always generate adequate cash to sustain or grow our operations. Any such instance may have a material adverse effect on our business, financial condition, cash flows and results of operations. 26. We operate from leased premises for our registered office, and manufacturing facility and any inability to continue to occupy these premises on favorable terms could adversely affect our operations. Our operations are dependent on access to certain material properties, including our registered office, and manufacturing facility, which are held on leasehold basis. The following table sets forth the location and other details of such properties: Sr no. Purpose Location Owned Leased/Owned /Leased 1. Registered No.5, Ground Floor, Leased Leased from Mr. Sumit Bafna and Office Branson Garden Mrs. Sonal Bafna Street, Kilpauk, Kilpauk, Chennai, Tenure- 11 months from Perambur September 29, 2025 Purasawalkam, Chennai – 600 010, Monthly Rent- 1,44,375 per month Tamil Nadu, India 2. Manufacturing Plot No. NN-5, Leased Leased from State Industries Unit SIPCOT, Industrial Promotion Corporation of Tamil Growth Centre, Nadu Limited (SIPCOT) Perundurai, Erode – 638 052, Tamil Nadu, Tenure - 99 years w.e.f India December 21, 2016 Rent- Rs.1 Per year While our manufacturing facility at Plot No. NN-5, SIPCOT, Industrial Growth Centre, Ingur, Perundurai, Erode – 638 052, Tamil Nadu, India is secured under a long-term lease of 99 years, our registered office and several employee accommodations are under short- or medium-term lease agreements, including some with individual lessors. There can be no assurance that such leases will be renewed upon expiry, or that they will be renewed on commercially favourable terms. Any failure to renew these leases may compel us to relocate, which could result in operational disruptions, increased costs, and logistical challenges. Further, our dependence on leased accommodations for our workforce exposes us to the risk of disputes with landlords, unexpected increases in rentals, or early termination of lease arrangements. If we are required to vacate these premises, it may disrupt the housing arrangements of our labour force, adversely 56impact worker availability and morale, and consequently affect production. In addition, since certain of our leased properties are held from private individuals, any disputes relating to ownership, title, or enforceability of these leases could expose us to legal proceedings, additional costs, or even loss of possession. Any such disruption in the continuity of our registered office, manufacturing facility, or labor housing arrangements could materially and adversely affect our operations, business, financial condition, results of operations, and cash flows. 27. We are dependent on our trademarks for brand recognition, and any failure to obtain or maintain trademark registrations, or protect our intellectual property rights, could adversely affect our business and reputation. As on the date of this Draft Red Herring Prospectus, our Company has registered and made applications for registration of certain trademarks with the Registrar of Trademarks under the Trademarks Act, 1999. The details registered mark are as follows: Date of Issue Particulars of the Mark Trade Mark No. Class of Registration October 14, 2020 4701777 06 October 14, 2020 4701776 06 The details applications for registration are as follows: Date of Particulars of the Mark Application Class of Application Number Registration January 23, 2025 6820038 6 December 23, 6232077 6 2023 We believe that our trademarks are important to establish our brand identity and market presence. However, there can be no assurance that our pending applications will be granted in a timely manner, or at all, or that the registrations already granted will not be successfully challenged, opposed, or cancelled by third parties. Further, third parties may use marks similar to ours, which could dilute our brand value or cause confusion among customers. Our ability to protect our intellectual property rights is also subject to enforcement under applicable law, which may be uncertain, time-consuming, and costly. Any failure to obtain or maintain registrations for our trademarks, or to enforce our rights against infringement, passing off, or misuse, may adversely affect our business, brand recognition, goodwill, and reputation. Moreover, if we are compelled to engage in legal proceedings to protect or defend our trademarks, we may incur substantial costs and management time, with no assurance of a favourable outcome. Accordingly, any inability to secure, maintain, or enforce our trademark rights could materially and adversely affect our business, financial condition, results of operations, and prospects. 28. We are exposed to credit risk from our customers, and the recoverability of our trade receivables is subject to uncertainties, which could adversely affect our business, results of operations, and cash flows. We generally extend credit periods to our customers, which exposes us to credit risk and creates 57uncertainties regarding the timely realization of our trade receivables. The details of our average trade receivables and trade receivable turnover days for Fiscals 2025, 2024, and 2023 are set forth below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Avg Trade Receivables (₹ lakhs) 12669.22 8782.77 8287.39 Trade Receivable Turnover Days 40 31 36 (number of days) A customer’s ability to make timely payments depends on multiple factors, including general economic conditions, liquidity constraints, and their internal cash flows, all of which are beyond our control. Such circumstances could cause our customers to delay payments, renegotiate credit terms, or default on payment obligations, resulting in an increase in our outstanding receivables. Our ability to collect payments is also linked to timely completion of our contractual obligations and accurate invoicing. If we fail to meet contractual commitments or if there are disputes over quality, quantity, or delivery timelines, our receivables may be delayed or remain unpaid. Any such delays in realization, or inability to collect dues, could adversely impact our results of operations, working capital cycle, and cash flows. While we have not experienced material bad debts during the last three Fiscals, there can be no assurance that this will continue in the future. If defaults increase, we may be required to provide for doubtful debts, write off receivables, or allocate greater working capital to finance outstanding balances, which may increase financing costs and reduce profitability. Enforcing contractual rights through legal action against customers can be time-consuming, costly, and uncertain. Even if judgments are obtained, recovery may be difficult in cases where customers face insolvency, liquidation, or bankruptcy. Any significant delays or defaults in receivable collections, or failure to recover outstanding dues, could materially and adversely affect our business, financial condition, results of operations, and cash flows. 29. Our insurance coverage may not be adequate to protect us against all potential losses, which could materially and adversely affect our business, operations, and profitability. We maintain insurance coverage for certain risks associated with the operations of our business, including standard fire and special perils, vehicle insurance. As of March 31, 2025, the insurance coverage maintained by us included coverage for our assets such as property, plant and equipment and inventories. For further details, see “Our Business – Insurance” on page 227. Details of our insurance coverage as at March 31, 2025, are as provided below: Particulars Amount (in ₹ lakhs) Total Net Assets as of March 31, 2025 12,068.31 Sum Insured of Assets as of March 31, 2025 (in ₹ lakhs) 41,008.91 Times of insurance coverage to Net Assets 3.40 *As certified by the Statutory Auditors, Mahesh C Solanki & Co. pursuant to their certificate dated September 19, 2025. Our insurance policies may not adequately cover all risks or potential losses. We may not have identified every risk, and we may be uninsured against certain risks either because such risks are uninsurable, not insurable on commercially acceptable terms, or because the cost of obtaining coverage is not commercially feasible. In addition, our insurance coverage is subject to specified limits and exclusions, and losses in excess of these limits, or losses arising from events not covered under our policies, would need to be borne by us. For instance, risks such as pandemics (including COVID-19), certain operational risks, natural calamities, business interruptions, regulatory actions, or other unforeseen events may not be covered by our policies or may only be partially covered. We cannot assure you that our insurance policies will be sufficient or effective under all circumstances or against all hazards and liabilities to which we may be exposed. Further, our insurance coverage is subject to periodic renewal. While we apply for renewals in the ordinary course of business and have not 58faced material instances of non-renewal or claim rejection during the last three Fiscals, there can be no assurance that such renewals will always be granted in a timely manner, on acceptable terms, or at all. In the event that we suffer a loss or damage for which we do not have insurance coverage, or where the loss exceeds the sum insured, or where our insurance claims are rejected, such losses would have to be borne by us directly. Given that our facility represents a single, integrated location for our manufacturing operations, any uninsured or underinsured event affecting this facility could disproportionately impact our operations. The occurrence of such events could materially and adversely affect our business, financial condition, cash flows, and results of operations. 30. We are dependent on our employees, and any inability to attract, retain, or effectively manage our workforce could adversely affect our business and operations. As on June 30, 2025, we had 200 employees on roll across various departments. Our employee attrition rate for Fiscals 2025, 2024 and 2023 was 8.53%, 10.46% and 17.53%, respectively. For details, see “Our Business – Human Resource” on page 226. Notwithstanding this, our business is significantly dependent on the continued service, skills, and technical expertise of our workforce, including skilled operators, technicians, engineers, and managerial staff. The availability of qualified personnel in our industry is limited, and competition for such talent is intense. If we are unable to retain experienced employees, recruit new personnel with the requisite skills, or effectively manage attrition levels, our operations may be disrupted. Further, the loss of key employees, whether in production-related functions such as Tubemill, CGL, CRM, Pickling, GI, or in support functions such as Quality, Maintenance, or Purchase, could adversely affect our ability to maintain quality, meet customer commitments, or manage operations efficiently. Increased attrition could also result in higher recruitment, training, and retention costs, and could affect employee morale and productivity. Any inability on our part to attract and retain skilled personnel at reasonable cost, or to maintain effective labor relations, could materially and adversely affect our business, results of operations, financial condition, and cash flows. 31. Any disruption or shortage of essential utilities such as power, fuel, or water could disrupt our manufacturing operations, increase our production costs, and adversely affect our results of operations and financial condition. Our manufacturing operations require a continuous supply of power, fuel, and water, which represent a key component of our production costs. We meet part of our power requirement through a captive 5.5 MW solar power plant and also source electricity from the state electricity board. In addition, we have adopted CBG”) as a replacement for conventional furnace oil in our production process, and our water requirements are met through SIPCOT’s supply. Set out below is the detail of our power, water, and fuel charges; Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount (₹ in % of total Amount (₹ in % of total Amount (₹ in % of total lakhs) expense lakhs) expense lakhs) expense Power, Water 948.96 0.83% 847.38 0.85% 758.79 0.91% and Fuel Charges Our reliance on external sources of power and utilities exposes us to risks of rising costs and supply disruptions. If our power, water, or fuel costs continue to rise, or if our electricity supply arrangements are disrupted, our operations could be adversely impacted. For instance, any increase in the per-unit cost of electricity by the state electricity board would increase our overall production costs. Inadequate or irregular supply of electricity or fuel could result in the interruption or suspension of production, leading to delays in meeting customer commitments and potential order cancellations. 59Frequent production shutdowns due to utility shortages would also increase costs associated with restarting production, result in lower capacity utilization, and lead to revenue loss. In particular, any significant increase in the cost of electricity could cause an unexpected rise in production costs, putting additional pressure on our already thin margins. Although we have not experienced any major interruptions to our power, fuel, or water supplies in the last three Fiscals, we cannot assure you that such interruptions will not occur in the future due to unforeseen events, regulatory changes, grid instability, or supply-side constraints. Any prolonged or recurring shortage or disruption in essential utilities could materially and adversely affect our business, results of operations, profitability, cash flows, and financial condition. 32. The production of steel products is capital intensive with long gestation periods, and any mismatch between capacity creation and market demand may adversely affect our business, profitability, and financial condition. The production of steel products is highly capital intensive, with a significant proportion of fixed costs relative to total costs. Consequently, maintaining high-capacity utilization at our manufacturing facility is critical to our profitability. In situations where capacity exceeds market demand, there is often sharp downward pressure on steel prices if supply is largely maintained. Conversely, expansion of steelmaking capacity requires long lead times. Therefore, if demand grows strongly, prices may increase rapidly as unutilized capacity is gradually brought online, but the ability to immediately benefit from such demand is constrained. Our industry is further characterized by thin margins owing to high fixed costs and increasing interest expenses. Establishing new capacity, may involve long lead times and significant upfront investment, thereby lengthening the gestation period before such projects begin generating returns. This dynamic could materially impact our business, results of operations, profitability, cash flows, and financial condition. While we have undertaken measures to reduce operating costs, our operations remain susceptible to significant price volatility, particularly in periods of global or domestic production overcapacity. Oversupply in the global steel market increases competition and puts downward pressure on selling prices, which may result in operating losses or reduced margins. There can be no assurance that we will always achieve economies of scale, optimize our fixed cost base, or operate at efficient levels of capacity utilization. Our ability to recover fixed costs and reduce gestation periods depends on various factors beyond our control, including overall market demand and supply dynamics, changes in laws and regulations, developments in manufacturing technology, retention of customers, consolidation among competitors, fluctuations in exchange rates, and external events such as wars, natural disasters, and other force majeure events. Any prolonged stagnation in the global or domestic economy, or a sustained imbalance between production capacity and market demand, could materially and adversely affect our business, results of operations, financial condition, and prospects. 33. Errors in forecasting demand for our products could result in inefficient inventory management, misallocation of production capacity, and increased costs, which may adversely affect our business, results of operations, and financial condition. Our business and results of operations are dependent on our ability to effectively forecast demand, plan production, and manage inventory levels. To manage inventory efficiently, we must accurately estimate customer demand and supply requirements and align our manufacturing and trading activity accordingly. Any misjudgement in demand forecasting could result in shortages of products, leading to lost sales opportunities, or excess inventory, leading to increased holding costs, financing requirements, and potential write-downs. In the event we are unable to sell manufactured inventory, we may be required to pay suppliers without new purchases or rely on additional vendor financing, which could adversely affect our liquidity and cash flows. 60We currently estimate sales based on forecasts, customer demand patterns, and specifications provided by customers. However, external factors such as natural disasters (including earthquakes, floods, or droughts), transportation bottlenecks, poor handling, labour strikes, or other logistical disruptions may adversely affect our inventory levels or delay deliveries to customers. Such disruptions could result in product damage, delayed fulfilment, or lost orders, which may harm our customer relationships and revenues. Maintaining an optimal level of inventory is critical to our operations. Overstocking increases our working capital requirements and financing costs, while understocking limits our ability to meet customer demand and may lead to reputational harm and reduced profitability. Any mismatch between our planned and actual sales could therefore result in potential excess inventory or stockouts, both of which could materially and adversely affect our business, results of operations, margins, cash flows, and overall financial condition. 34. We are dependent on third-party transportation providers for the supply of materials for our manufacturing process and delivery of our finished products. Our success depends on the supply and transport of the raw material required to our manufacturing facility from suppliers and of our finished products from our manufacturing facility to our customers, which are subject to various uncertainties and risks. We use third-party transportation providers for the delivery of materials to manufacturing facility and our finished products to customers. Transportation strikes, if any, could have an adverse effect on supplies and deliveries to our customers and from our suppliers. In addition, materials and components, as well as our products transported to customers, may be lost or damaged in transit for various reasons including occurrence of accidents or natural disasters. There may also be a delay in delivery of materials and products which may also affect our business and results of operations negatively. In the event we fail to maintain a sufficient volume of materials and delivery of such materials to us is delayed, we may be unable to meet orders in a timely manner or at all. Any such inability may result in loss of sales opportunities that our competitors may capitalize on, thereby adversely affecting our business, financial condition, results of operations, and cash flows. Any compensation received from insurers or third-party transportation providers may be insufficient to cover the cost of any delays and will not repair damage to our relationships with our affected customers. Although we have not encountered any instances of material delays during last three Fiscals, we cannot assure you that we will not experience such delays in the future. We may also be affected by an increase in fuel costs, as it will have a corresponding impact on freight charges levied by our third-party transportation providers. The table below sets forth our transportation, freight, duty and handling charges as a percentage of our revenue from operations for the year/period indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % of Amount % of Amount % of (₹ in Revenue (₹ in Revenue (₹ in Revenue lakhs) from lakhs) from lakhs) from Operations Operations Operations Transportation, Freight, 788.41 0.69 1483.43 1.45 778.41 0.92 Charges Loading and weighment charges Additionally, if we lose one or more of our transportation providers, we may not be able to obtain terms as favourable as those we receive from the third party transportation providers that we currently use, which in turn would increase our costs and thereby adversely affect our operating results. While we have not encountered any instance in the past three years, we cannot assure you that such instance will not arise in the future. Further, if our transportation providers do not carry sufficient insurance coverage, any losses that may arise during the transportation process will have to be claimed under our insurance 61policies. There can be no assurance that we will receive compensation for any such claims in a timely manner or at all, and consequently, any such loss may adversely affect our business, financial condition, results of operations and cash flows. 35. A degree certificate of one of our Promoter is not traceable. One of our Promoters, Pramod Bhalotia, has been unable to trace his Bachelor of Commerce (Hons.) degree certificate issued by the University of Calcutta. Although he has lodged a First Information Report (“FIR”) in this regard, the original certificate remains untraceable as on date. Accordingly, reliance has been placed on certificates furnished by him to us and the BRLM to disclose details of his educational qualifications in this Draft Red Herring Prospectus. Further, there can be no assurances that he will be able to trace the relevant documents pertaining to his educational qualifications in future or at all. For details of his profile, see “Our Management”- Brief profiles of our Directors on page 249. 36. Failure to manage our inventory could have an adverse effect on our net sales, profitability, cash flow and liquidity Our results of operations are closely dependent on our ability to accurately forecast demand and effectively manage inventory levels. The break-up of our inventories for last three Fiscals are as follows: Inventory turnover (in days) Fiscal 2025 Fiscal 2024 Fiscal 2023 Inventory turnover (in days) 57 49 45 To manage inventory efficiently, we must accurately estimate customer demand and prevailing supply conditions and align our manufacturing and procurement accordingly. Failure to anticipate demand trends may lead to inventory shortages, resulting in lost sales opportunities, inability to meet customer requirements, and reputational harm. Conversely, an accumulation of excess inventory could increase storage and financing costs, reduce liquidity, and expose us to risks of obsolescence, deterioration, or write-downs. Further, if we are unable to sell manufactured or purchased inventory in a timely manner, we may be required to recycle or dispose of such inventory, leading to material loss, additional manufacturing costs, and strain on working capital. Any mismatch between demand forecasts and actual sales may also result in higher carrying costs, adverse impact on profitability, and increased reliance on external borrowings to finance working capital. Inventory management is also subject to external risks such as fluctuations in raw material prices, supply chain disruptions, transportation bottlenecks, labour shortages, and adverse weather conditions. Any such events may delay delivery, damage goods in transit, or increase costs, further complicating our ability to manage optimal inventory levels. An inability to effectively manage our inventory could therefore materially and adversely affect our business, net sales, profitability, margins, cash flows, and overall financial condition. 37. We require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate our business, any failure to obtain, retain and renew such approvals and licences or comply with such rules and regulations may adversely affect our operations. We require several statutory and regulatory permits, licenses and approvals to operate our business, some of which are either received or applied for or are yet to be applied. Many of these approvals are subject to periodical renewal. Any failure to renew the approvals that may expire, or to apply for the required approvals, licenses, registrations or permits, or any suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be issued to us, could result in delaying the operations of our business, which may adversely affect our business, financial condition, results of operations and prospects. We believe that we have obtained all the material licenses required for running our business and operations. However, in order to comply with various applicable local laws, we have 62made few applications for obtaining requisite approvals. Sr. Details of Application Application number Date of Application No. 1. Application for renewal of Hazardous RKS/503/2024-2025 November 08, 2024 Waste Authorization We are in the process of making applications for such registrations as may be applicable under the local laws. For more details relating to licenses and approvals relating to our business, see “Government and Other Statutory Approvals” on page 398. While, we have not had any material instances of failure to obtain, maintain or renew approvals, licenses, and registrations required to conduct our businesses in the past three Fiscals, we cannot assure you that approvals, licenses and registrations will be successfully granted or renewed in a timely manner or at all in the future. We also cannot assure you that our approvals and consents will not be suspended or revoked in the future. Failure to obtain, maintain or renew the approvals, licenses and registrations required to operate our business could adversely affect our business, financial condition, cash flows and results of operations. Further, some of our permits, licenses and approvals are subject to several conditions and we cannot provide any assurance that we will be able to continuously meet such conditions or be able to prove compliance with such conditions to the statutory authorities, which may lead to the cancellation, revocation or suspension of relevant permits, licenses or approvals which may result in the interruption of our operations and may have a material adverse effect on our business, financial condition, cash flows and results of operations. For more details relating to licenses and approvals relating to our business, see “Government and Other Statutory Approvals” on page 398. 38. Failure to maintain the confidentiality of our technical knowledge could undermine our competitive advantage. Our employees possess extensive insights into our commercial decisions and business development strategies, which represent a significant asset that may not be sufficiently protected by employment agreements. Consequently, we cannot guarantee that this knowledge will remain confidential over time. Despite taking reasonable precautions, both contractual and otherwise, there is still a risk that proprietary information could be leaked, either inadvertently or intentionally. Many employees have access to sensitive design and production information, and we cannot assure that this information will remain protected. Additionally, some employees may leave to join competitors, and while we will attempt to enforce confidentiality obligations outlined in our staff rules, we cannot ensure their successful enforcement. Although we have not experienced any leaks during the past three Fiscals, any future exposure of our confidential technical information could harm our competitive position. If competitors are able to replicate or exploit our technology, it could be difficult and costly for us to seek legal protection. Therefore, any leakage of confidential information could adversely affect our business, operational results, financial condition, and future prospects. 39. The steel industry is cyclical in nature. The pricing in the steel industry is subject to market demand, volatility and economic conditions. Steel prices fluctuate based on a number of factors, such as the availability and cost of raw material, steel demand, worldwide production and capacity, fluctuation in the volume of steel imports / exports, transportation costs and various social and political factors. Low steel prices may adversely affect the results of operations of the industry, resulting in lower revenue and margins. We could also be affected by the introduction of or increase in the levy of import tariffs in India, or in the countries to which we export or plan to export our products, changes in trade agreements between countries, additional tariffs in the form of countervailing duty and anti-dumping duty on a number of items imported in India. Any 63such measure may have a material adverse effect on our results of operations and financial condition. As per D&B report, global steel production declined by 4.2% year-on-year in FY23, and while India’s crude steel output increased by 4.1% during the same period, this was markedly lower than the 15.5% growth recorded in FY22, indicating a broad-based deceleration in momentum. Further, in FY23, domestic steel prices fell sharply by 28% year-on-year due to weak global demand and lower input costs. Although there was a 4% recovery in prices during Q1FY24, the market continues to remain volatile. These fluctuations directly affect realisations and margins in the steel pipes and tubes segment, where pricing power remains limited due to intense competition and high substitutability. In addition, the volatility, length and nature of business cycles affecting the steel and steel products industry may become increasingly unpredictable, and the recurrence of any major downturn in the industry may have a material adverse impact on our business, results of operations, profitability and margins, cash flows and financial condition. 40. We are subject to restrictive covenants under our financing agreements that could limit our flexibility in managing our business or to use cash or other assets. Any defaults could lead to acceleration of our repayment obligations, cross defaults under other financing agreements, termination of one or more of our financing agreements or force us to sell our assets, which may adversely affect our cash flows, business, results of operations and financial condition. We have entered into agreements for secured short term and long-term borrowings with certain lenders. As on August 18, 2025, an aggregate of ₹ 28,203.06 lakhs towards secured loans, was outstanding towards loans availed from banks and financial institution. We also propose to pre-pay or repay certain amount of our unsecured loan from the Net Proceeds. For details, see “Objects of the Issue” on page 119. The credit facilities availed by us are secured by way of mortgage of fixed assets, hypothecation of current assets (both present and future), and personal guarantees given by our Promoters. For details, see “Financial Indebtedness” on page 337. In case we are not able to pay our dues in time, the same may amount to a default under the loan documentation and all the penal and termination provisions therein would get triggered and the loans granted to us may be recalled with penal interest. This could severely affect our operations and financial condition. Our financing agreements include certain covenants that require us to obtain lender consents prior to carrying out certain corporate activities and entering into certain transactions, such as, incurring any additional borrowings, undertaking capital expenditure, diversifying business, advance or repay loans, effect any dividend pay-out in case of delays in debt servicing, effect any change in shareholding pattern and management control of the Company amongst others. In addition, any breach of financial or non-financial covenant may qualify as an event of default under financing agreements. We cannot assure you that the lenders will not seek to enforce their rights in respect of any breach by us under our financing agreements. Any failure to comply with any condition or covenant under our financing agreements that is not waived by the lenders or is not otherwise cured by us, may lead to a termination of our credit facilities and/or acceleration of all amounts due under the relevant credit facility. Further, such breach and relevant actions by the lenders could also trigger enforcement action by other lenders pursuant to cross-default provisions under certain of our financing agreements. Further, if the obligations under any of our financing agreements are accelerated, we may have to dedicate a substantial portion of our cash flow from operations to make payments under the financing documents, thereby reducing the availability of cash for our operations. In addition, the lenders may enforce their security interest in certain of our assets. Moreover, during the period in which we are in default, we may face difficulties in raising further loans. Any future inability to comply with the covenants under our financing agreements or to obtain the necessary consents required thereunder may lead to termination of our credit facilities, levy of penal interest, acceleration of all amounts due under such financing agreements and enforcement of any security provided. Any of these circumstances would have an adverse effect our business, results of operation and financial condition. Further, the said credit facilities can be renewed/enhanced/cancelled/suspended/reduced and the terms and conditions of the same can be altered by the lending banks, at their discretion. In the event, the lenders refuse to renew / enhance the credit facilities and/or cancel / suspend / reduce the said credit facilities and/or alter the terms and conditions to the derogation of our Company, then our existing operations as well as our future business prospects 64and financial condition may be severely affected. 41. The availability of counterfeit products, such as products passed off as our products by others, and any failure to protect or enforce our rights to own or use trademarks and brand name and identity could have an adverse effect on our business and competitive position. Our efforts to protect our intellectual properties may not be adequate, and our operations could be adversely affected. In particular, third parties could imitate our brand name or pass off their own products as ours, including registering trademarks that may be confused with ours, producing similar products or counterfeit or pirated products. As a result, our market share could be reduced due to replacement of demand for our products and deficiency in the quality of the similar or counterfeit products will adversely affect our goodwill and reputation. We may also have to incur significant costs to remedy or manage such situations. Any impact on our ability to continue to promote our brand or any significant damage to our brand’s image could materially and adversely affect our sales and profits. During the past three Fiscal, we have been made aware of an incident of sales of counterfeit copies of our products. However, we cannot assure you that there can be no assurance that we will not encounter any issue relating to counterfeit and pirated products in the future. If such case arises in future, the time and attention required for defending such claims and complaints may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. 42. We have availed unsecured loans from Promoters that are recallable, at any time. Our Company has availed unsecured loans from Promoters aggregating to ₹ 135.52 lakhs as of August 18, 2025, that are repayable on demand, and which may be recalled by them at any time. In the event they seeks repayment of any such unsecured loans, our Company would need to find alternative sources of financing, which may not be available on commercially reasonable terms. As a result, any such demand may materially and adversely affect our business, cash flows, financial condition and results of operations. For further information on unsecured loans relating to our business and operations, see “Financial Indebtedness” on page 337. 43. Any failure in our IT systems, including our ERP system, or any inability to protect against cyber risks, could disrupt our operations, compromise data security, and adversely affect our business and financial condition. Our business operations rely significantly on our IT infrastructure, which is designed to align with our business objectives to ensure efficiency, security, and scalability. Our IT systems are focused on intellectual property protection, cyber risk mitigation, business continuity, digitalization, automation, data utilization, and resource management. A key system is our Enterprise Resource Planning (“ERP”) platform, which integrates multiple business functions, including payroll, finance, accounting, material management, production planning, procurement, and human resource management. The payroll module automates salary processing, tax compliance, and attendance tracking, while the finance and accounting module manages budgeting, expense tracking, invoicing, taxation, and regulatory compliance. The ERP system also facilitates material and production management by optimizing procurement, inventory control, and workflows. In addition, the system includes analytics and reporting tools, enabling real-time tracking, workflow automation, cost reduction, and compliance. While our ERP and IT systems are intended to improve productivity, enhance decision-making, and ensure business continuity, they expose us to risks such as system failures, software malfunctions, power outages, cyberattacks, data breaches, and unauthorized access. Any disruption or breakdown of these systems could result in delays in processing payroll, invoicing, procurement, production planning, and compliance activities, which may affect our ability to conduct operations efficiently. Further, given the integration of multiple business functions into a single platform, any compromise of the ERP system may have widespread consequences, including disruption of operations, leakage of sensitive financial or employee data, and violation of data protection or regulatory requirements. Although we implement security measures and backup protocols, there can be no assurance that our IT 65systems will always function as intended or be immune from cyber risks. Any prolonged failure, security breach, or misuse of our IT systems could adversely affect our operational efficiency, reputation, business continuity, financial condition, and results of operations. 44. Our Promoters have provided personal guarantees as security for certain facilities availed by our Company. If these guarantees are revoked, we may be unable to procure alternative guarantees satisfactory to our lenders, which may adversely affect our business, results of operations, cash flows and financial condition Our Promoters, Pramod Bhalotia, Beena Bhalotia and Abhishek Bhalotia have provided personal guarantees for certain borrowings, which amounted to Rs.6893.73 lakhs as on March 31, 2025. Sr Gurantee Given by Entity in whose Guarantee Reason for no. favour the Amount as of Guarantee guarantee has been March 31, 2025 provided (in ₹ lakhs) 1 Pramod Bhalotia, Beena HDFC Bank 6,893.73 Secondary Bhalotia and Abhishek Security Bhalotia If any of these guarantees are revoked, our lenders may require alternative guarantees or cancel such facilities, entailing repayment of amounts outstanding under such facilities. If we are unable to procure alternative guarantees satisfactory to our lenders, we may need to seek alternative sources of capital, which may not be available to us at commercially reasonable terms or at all, or to agree to more onerous terms under our financing agreements, which may limit our operational flexibility. Accordingly, our business, results of operations, profitability and margins, cash flows and financial condition may be adversely affected by the revocation of all or any of the guarantees provided by our Promoters and members of the Promoter Group in connection with our Company’s borrowings. 45. If we are unable to establish and maintain effective internal controls and compliance system, our business and reputation could be adversely affected. We are responsible for establishing and maintaining adequate internal measures commensurate with thesize and complexity of operations. Our internal audit functions make an evaluation of the adequacy and effectiveness of internal systems on an ongoing basis so that our operations adhere to our policies, compliance requirements and internal guidelines. We periodically test and update our internal processes and systems and there have been no past material instances of failure to maintain effective internal controls and compliance system. However, we are exposed to operational risks arising from the potential inadequacy or failure of internal processes or systems, and our actions may not be sufficient to ensure effective internal checks and balances in all circumstances. We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain effective internal controls over our financial reporting so that we produce reliable financial reports and prevent financial fraud. As risks evolve and develop, internal controls must be reviewed on an ongoing basis. Maintaining such internal controls requires human diligence and compliance and is therefore subject to lapses in judgment and failures that result from human error. Any lapses in judgment or failures that result from human error can affect the accuracy of our financial reporting, resulting in a loss of investor confidence and a decline in the price of our equity shares. Further, our operations are subject to anti-corruption laws and regulations. These laws generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We participate in collaborations and relationships with third parties whose actions could potentially subject us to liability under these laws or other local anti-corruption laws. While our code of conduct requires our employees and intermediaries to comply with all applicable laws, and we continue to enhance our policies and procedures in an effort to ensure compliance with applicable anti-corruption laws and regulations, these measures may not prevent the breach of such anti-corruption laws, as there 66are risks of such breaches in emerging markets. If we are not in compliance with applicable anti- corruption laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of anti-corruption laws by the relevant authorities could also have an adverse impact on our business and reputation. As we continue to grow, there can be no assurance that there will be no other instances of such inadvertent non-compliances with statutory requirements, which may subject us to regulatory action, including monetary penalties, which may adversely affect our business and reputation. 46. Certain sections of this Draft Red Herring Prospectus disclose information from the D&B Report which has been commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks. Certain sections of this Draft Red Herring Prospectus include information based on, or derived from, the Industry Research Report on “Industry Report on Indian Steel Pipes & Tubes” dated September 19, 2025 prepared and issued by D&B, which has been exclusively commissioned and paid for by our Company in connection with the Issue pursuant to an engagement letter dated November 8, 2024. D&B is an independent agency which has no relationship with our Company, our Promoters and any of our Directors or KMPs or SMPs. Further, D&B Report is prepared based on information as of specific dates and may no longer be current or reflect current trends. Certain information in this Report is subject to limitations and is also based on estimates, projections, forecasts and assumptions that may prove to be incorrect. Industry sources do not guarantee the accuracy, adequacy or completeness of the data. The D&B Report uses certain methodologies for market sizing and forecasting. Furthermore, the D&B Report is not a recommendation to invest/ disinvest in any company covered in the D&B Report. Accordingly, Investors should not place undue reliance on, or base their investment decision solely on this information. In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any investment in the Issue pursuant to reliance on the information in this Draft Red Herring Prospectus based on, or derived from, the D&B Report. You should consult your own advisors and undertake an independent assessment of information in this Draft Red Herring Prospectus based on, or derived from, the D&B Report before making any investment decision regarding the Issue. For further details, see “Industry Overview” on page 144. 47. The Directors of our Company donot have experience of being a director of a public listed company. Apart from two of our independent directors, Saimathy Soupramanien and C Rajendran who are directors in a listed entities, all other the Directors of our Company do not have the experience of having held directorship of public listed company. Accordingly, they have limited exposure to management of affairs of the listed company which inter-alia entails several compliance requirements and scrutiny of affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, our Company will require to adhere strict standards pertaining to accounting, corporate governance and reporting that it did not require as an unlisted company. Our Company will also be subject to the SEBI Listing Regulations, which will require it to file audited annual and unaudited quarterly reports with respect to its business and financial condition. If our Company experiences any delays, we may fail to satisfy its reporting obligations and/or it may not be able to readily determine and accordingly report any changes in its results of operations as promptly as other listed companies. Further, as a publicly listed company, our Company will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve the effectiveness of our Company’s disclosure controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, the Board of Directors of our Company may have to provide increased attention to such procedures and their attention may be diverted from our business concerns, which may adversely affect our business, prospects, results of operations and financial condition. In addition, we may need to hire additional legal and accounting staff with appropriate experience and technical accounting knowledge, but we cannot assure you that we will be able to do so 67in a timely and efficient manner. 48. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and our management will have broad discretion over the use of the Net Proceeds. We intend to use Net Proceeds from the Issue towards (a) Funding our working capital requirement; (b) Full or part repayment and/or prepayment of certain outstanding secured borrowings availed by our Company; and (c) general corporate purposes. For details of the objects of the Issue, see “Objects of the Issue” on page 119. The funding requirement and deployment of the Net Proceeds mentioned as a part of the Objects of the Issue are based on current circumstances of our business, prevailing market conditions, and are subject to changes. The estimates for the proposed expenditure are based on several variables, a significant variation in any one or a combination of which could have an adverse effect. Furthermore, the deployment of funds has not been appraised by any bank or financial institution. We operate in a highly competitive and dynamic industry and we may have to revise our funding requirements and deployment from time to time on account of various factors beyond our control, such as availability of material, inflation, employment levels, demographic trends, changing customer preferences, increasing regulations or changes in government policies, our Board’s analysis of economic trends and business requirements, competitive landscape, as well as general factors affecting our business, results of operations, financial condition and access to capital such as credit availability and interest rate levels. Our Company, in accordance with the policies established by the Board from time to time, will have flexibility to deploy the Net Proceeds. Furthermore, pending utilization of Net Proceeds towards the Objects of the Issue, our Company will have the flexibility to deploy the Net Proceeds and to deposit the Net Proceeds temporarily in deposits with one or more scheduled commercial banks included in Second Schedule of Reserve Bank of India Act, 1939, as may be approved by our Board. Accordingly, prospective investors in the Issue will need to rely upon our management’s judgment with respect to the use of Net Proceeds and there can be no assurance that we will earn significant interest income on, or that we will not suffer unanticipated diminution in the value of, such temporary deposits. Furthermore, various risks and uncertainties, such as economic trends and business requirements, competitive landscape, as well as general factors affecting our results of operations, financial condition and access to capital and including those set forth in this section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business. 49. Activities involving our manufacturing process can be dangerous and can cause injury to people or property in certain circumstances. A significant disruption at any of our manufacturing facility may adversely affect our production schedules, costs, revenue and ability to meet customer demand. The activities carried out at our manufacturing facility involve the use of heavy machinery, high temperatures, chemicals, and other processes that may be potentially hazardous to our employees and contract labor. Despite our efforts to provide a safe and healthy working environment in compliance with applicable standards, and despite having insurance coverage for accidents, there remains an inherent risk that accidents may occur. An accident at our facility could result in personal injury or loss of life to employees or contract workers, destruction of property or equipment, manufacturing or delivery delays, and environmental damage. It could also lead to suspension of operations, regulatory investigations, or imposition of civil or criminal liabilities. While we have not encountered any fatalities or major employee injuries during the last three Fiscals, we cannot assure you that such incidents will not occur in the future. Any such incident may result in litigation, the outcome of which is difficult to assess or quantify. Defending legal claims may involve significant costs, and there can be no assurance that our insurance coverage will be sufficient to cover all potential liabilities. Furthermore, negative publicity or reputational damage arising from workplace accidents or regulatory action may adversely affect our relationships with customers, suppliers, and employees. 68As a result, the occurrence of a significant accident or disruption at our manufacturing facility could materially and adversely affect our production schedules, costs, revenues, ability to meet customer demand, business reputation, financial condition, results of operations, cash flows, and future prospects. 50. We are dependent on our Promoters for functioning of our business and we believe that our senior management team and other key managerial personnel are critical to our continued success and we may be unable to attract and retain such personnel in the future. Our performance depends largely on the efforts and abilities of our Promoters. For details, see “Our Promoters and Promoter Group” on pages 263. We believe that the inputs and experience of our Promoters/Directors are valuable for the growth and development of business and operations and the strategic directions taken by our Company. Our business and operations are led by our Promoters/ Directors, who possess vast experience in the steel industry, the loss of whose services may adversely affect our business operations. At the same time, our future success also substantially depends on the continued service and performance of the members of our senior management team and other key managerial personnel in our business for the management and running of our daily operations and the planning and execution of our business strategy. During the past three Fiscals, we have not faced any significant attrition of our KMPs. However, there is intense competition for experienced senior management and other key managerial personnel with technical and industry expertise in the steel business and, if we lose the services of any of our senior management and other key managerial personnel or other key individuals and are unable to find suitable replacements in a timely manner, our ability to realize our strategic objectives could be impaired. The loss of key members of our senior management or other key team members, particularly to competitors, could have an adverse effect on our business, cash flows, and results of operations. 51. Changes in technology may affect our business by making our manufacturing facility or equipment less competitive or obsolete. Our future success will depend in part on our ability to respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. Modernization and technology upgradation is essential to reduce costs and increase output. Our technology and machinery may become obsolete or may not be upgraded in a timely manner, hampering our operations and financial conditions and we may lose our competitive edge. The development and implementation of such technology and machinery entails technical and business risks. Further, the costs in upgrading our technology and modernizing the plant and machineries may be significant which could substantially affect our finances and operations. We cannot assure you that we will be able to successfully implement new technologies or adapt our processing systems to customer requirements or emerging industry standards. Changes in technology may make newer equipment more competitive than ours or may require us to make additional capital expenditures to upgrade our facility. If we are unable, for technical, financial or other reasons, to adapt in a timely manner to changing market conditions, customer requirements or technological changes, our business and results of operations could be adversely affected. 52. Key challenges in the global steel industry such as global slowdown, availability of raw materials and price volatility, Trade barriers and environmental concerns and regulations that are beyond our control may have an adverse effect on our business and results of operations. We are dependent on domestic, regional and global economic and market conditions prevailing in the regions, from where our revenue from operations is generated. There have been periods of slowdown in the global economic growth due to the turbulence in the financial sector, geopolitical tensions, supply chain disruptions, tightening monetary policies, persistent inflation, and hikes in interest rates. The decline in economic activity may lead to a reduction in demand for our products may be adversely affected by an economic downturn in domestic and regional economies. Consequently, any future slowdown in the Indian economy could harm our business, results of operations and financial condition. Further, the availability of raw materials is critical in our industry. The raw materials we use are subject to price volatility and unavailability. Further our raw material supply and pricing may become volatile 69due to a number of factors beyond our control, including global demand and supply, general economic and political conditions, transportation and labour costs, labour unrest, natural disasters, competition and there are inherent uncertainties in estimating such variables, regardless of the methodologies and assumptions that we may use. For instance, the prices were affected by the geopolitical tension between Russia and Ukraine. Therefore, we cannot assure that we will be able to procure adequate supplies of raw materials in the future, as and when we need them on commercially acceptable terms. Moreover, any adverse change in policies, in terms of tariff and non-tariff barriers, import restrictions on trade, and export bans by governments worldwide, may hamper the growth of the steel industry, causing disruptions in trade globally and which may negatively impact our profitability. We have to comply with rigid environmental regulations. We cannot assure you that in future our costs of complying with current and future environmental laws and other regulations will not adversely affect our business, results of operations or financial condition. 53. Our operations may be materially adversely affected by strikes, work stoppages or increased compensation demands by our employees. We are dependent on our workforce for carrying out our operations. Any Shortage of skilled/unskilled personnel or work stoppages caused by disagreements with employees could have an adverse effect on our business and results of operations. We have not experienced any disruptions in our business operations due to disputes or other problems with our workforce during the past three Fiscals; however, there can be no assurance that we will not experience such disruptions 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. India has stringent labor legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal and legislation that imposes certain financial obligations on employers upon retrenchment. We are also subject to laws and regulations governing relationships with employees, in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and terminating of employees and work permits. Although our employees are not currently unionized, there can be no assurance that they will not unionize in the future. If our employees unionize, it may become difficult for us to maintain flexible labor policies, and we may face the threat of labor unrest, work stoppages and diversion of our management’s attention due to union intervention, which may have a material adverse impact on our business, results of operations and financial condition. 54. Conflict of Interest may arise out of common business objects shared by our company and members of our Promoter Group Certain members of our Promoter Group are engaged in businesses that are similar to, or have interests in, entities that may compete with, our business. Consequently, potential conflicts of interest could arise in relation to the allocation of business opportunities, strategic decisions, and other matters where our interests may diverge from those of our Promoter Group. There can be no assurance that such members of our Promoter Group will not directly or indirectly compete with our existing operations or any future business initiatives that we may undertake, or that their interests will always align with ours. Further, we have not entered into any non-compete or non-solicitation arrangements with our Promoter Group entities. Accordingly, there can be no assurance that such entities will not undertake comparable activities, expand their presence in our markets, solicit our employees, or invest in businesses that operate in the same segments or geographies as us. Such circumstances may result in conflicts of interest between our Company and our Promoter Group, which could materially and adversely affect our business, prospects, financial condition, and results of operations. 55. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders’ approval. We intend to use Net Proceeds from the Issue towards (a) Funding Working capital requirement; (b) Full 70or part repayment and/or prepayment of certain outstanding secured borrowings availed by our Company; and (c) general corporate purposes. For further details of the proposed objects of the Issue, see “Objects of the Issue” on page 119. At this stage, we cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment, business conditions, economic conditions or other factors beyond our control. In accordance with Section 13(8) and 27 of the Companies Act, 2013, we cannot undertake any variation in the utilization of the Net Proceeds without obtaining the shareholders’ approval by way of a special resolution. In the event of any such circumstances that require us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may adversely affect our business or operations. Further, our Promoters would be required to provide an exit opportunity to the Shareholders who do not agree with our proposal to change the objects of the Issue or vary the terms of such contracts, at a price and manner as prescribed by SEBI. Additionally, the requirement on Promoters or controlling shareholders to provide an exit opportunity to such dissenting shareholders may deter the Promoters or controlling shareholders from agreeing to the variation of the proposed utilization of the Net Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the Promoters or the controlling shareholders of our Company will have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the price prescribed by SEBI. In light of these factors, we may not be able to undertake variation of objects of the Issue to use any unutilized proceeds of the Issue, if any, or vary the terms of any contract referred to in this Draft Red Herring Prospectus, even if such variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in our business or financial condition by re-deploying the unutilized portion of Net Proceeds, if any, or varying the terms of contract, which may adversely affect our business and results of operations. 56. Our Promoters and members of the Promoter Group will continue jointly to retain majority control over our Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval. After completion of the Issue, our Promoters and Promoter Group will collectively own a majority of the Equity Shares of our Company i.e. 97.84% of the total shareholding of our Company. As a result, our Promoters together with the members of the Promoter Group will be able to exercise a significant degree of influence over us and will be able to control the outcome of any proposal that can be approved by a majority shareholder vote, including, the election of members to our Board, in accordance with the Companies Act and our AoA. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Company. In addition, our Promoters will continue to have the ability to cause us to take actions that are not in, or may conflict with, our interests or the interests of some or all of our creditors or minority shareholders, and we cannot assure you that such actions will not have an adverse effect on our future financial performance or the price of our Equity Shares. 57. Our future funds requirements, in the form of issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised. We may require additional capital from time to time depending on our business needs. Any issue of shares or convertible securities would dilute the shareholding of the existing shareholders and such issuance may be done on terms and conditions, which may not be favourable to the then existing shareholders. If such funds are raised in the form of loans or debt, then it may substantially increase our interest burden and decrease our cash flows, thus prejudicially affecting our profitability and ability to pay dividends to our shareholders. 7158. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements. We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on factors that our Board of Directors deem relevant, including among others, our results of operations, financial condition, cash requirements, business prospects and any other financing arrangements. For details of our dividend history, see “Dividend Policy” on page 270. 59. Our Promoters, some of our Directors and some of our KMPs and SMPs are interested in our Company, in addition to regular remuneration or benefits and reimbursement of expenses. Our Promoters, some of our Directors and some of our KMPs are interested in our Company to the extent of their respective shareholding in our Company as well as to the extent of any dividends, bonus, other distributions on such Equity Shares, etc. For details, see “Summary of Issue Document - Summary of Related Party Transaction” on page 32. We cannot assure you that our Promoters, Directors and KMPs will exercise their rights as shareholders to the benefit and best interest of our Company. Further, our Promoters, Directors and KMPs holding Equity Shares may take or block actions with respect to our business which may conflict with the best interests of our Company or that of minority shareholders. For further information on the interest of our Promoters, Directors and KMPs, other than reimbursement of expenses incurred or normal remuneration or benefits, see “Our Management” and “Our Promoters and Promoter Group” on pages 247 and 263, respectively. 60. Information relating to the installed manufacturing capacity of our Manufacturing Facility 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 capacity, actual production and capacity utilization of our manufacturing facilities included in this Draft Red Herring Prospectus are based on various assumptions and estimates of our management that have been taken into account by the chartered engineer Dr. Krishnamurthy, in his report dated July 3, 2025, in the calculation of our installed capacity, actual production and capacity utilization. Actual production levels and future capacity utilization rates may vary significantly from the estimated production capacities of our manufacturing facilities and historical capacity utilization rates. In addition, capacity utilization is calculated differently in different countries, industries and for the different kinds of products we manufacture. Undue reliance should therefore not be placed on our historical installed capacity, actual production and capacity utilization for our existing manufacturing facilities included in this Draft Red Herring Prospectus. See Business – Capacity and capacity utilization on page 219. 61. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect our financial condition, results of operations and reputation. Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and cause serious harm to our reputation and goodwill of our Company. There can be no assurance that we will be able to detect or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective in all cases. Our employees and agents may also commit errors that could subject us to claims and proceedings for alleged negligence, as well as regulatory actions on account of which our business, financial condition, results of operations and goodwill could be adversely affected. Although, we have not faced any such incidence in the past three Fiscals, we cannot assure that we would not face such incident in future. 62. The average cost of acquisition of Equity Shares by our Promoters may be lower than the issue price of the Equity Shares offered through the present Issue. The average cost of acquisition of Equity Shares of our Promoters is as follows: 72Name of the Promoters Number of Equity Shares held Average cost of acquisition (in ₹ per Equity Share) Pramod Kumar Bhalotia 1,81,95,240 3.32 Abhishek Bhalotia 69,77,670 2.10 Beena Bhalotia 51,69,780 6.20 Mayank Marketing 1,60,01,370 1.25 Private Limited For further details regarding the average cost of acquisition of Equity Shares by our Promoters in our Company and build-up of Equity Shares of our Promoters in our Company, see “Capital Structure” on page 97. 63. Our Company has during the preceding one year from the date of this Draft Red Herring Prospectus have allotted Equity Shares at a price which is lower than the Issue Price. In the last 12 months, we have made allotments of Equity Shares through bonus issue of shares to the shareholders, which are given without any consideration to the shareholders. We cannot assure you that any issuance of Equity Shares made by our Company post completion of this Issue will be above the Issue Price or the prevailing market price of our Equity Shares. For further details see “Capital Structure” on page 97. 64. Any future issuance of Equity Shares, or convertible securities or other equity linked securities by our Company may dilute your shareholding and any sale of Equity Shares by our Promoters or members of our Promoter Group may adversely affect the trading price of the Equity Shares. Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by our Company may dilute your shareholding in our Company, adversely affect the trading price of the Equity Shares and our ability to raise capital through an issue of our securities. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of the Equity Shares. We cannot assure you that we will not issue additional Equity Shares. Any sale of our Equity Shares by our Promoters or major shareholders or future equity issuances, by us may adversely affect the trading price of our 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. We cannot assure you 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. 65. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions. As a company incorporated in India, our corporate affairs are governed by the Companies Act, 2013, the rules thereunder, and other applicable Indian laws. The rights of our shareholders, the responsibilities of our Board of Directors, and matters relating to corporate governance, mergers, amalgamations, takeovers, and acquisitions are subject to Indian legal requirements. These requirements, and the remedies available to shareholders under Indian law, may differ significantly from those applicable to companies incorporated in other jurisdictions. For example, under Indian law, class action remedies are relatively new and less developed compared to certain other jurisdictions. Enforcement of shareholder rights in India may be subject to delays due to procedural complexities and the time taken by Indian courts in the disposal of cases. Further, concepts such as fiduciary duties of directors, shareholder derivative actions, and minority shareholder protections may not provide the same scope of remedies or recourse that may be available to shareholders of corporations incorporated elsewhere. As a result, investors may have greater difficulty in asserting their rights or seeking remedies as 73shareholders of an Indian company than as shareholders of a corporation in jurisdictions with more extensive shareholder protection frameworks. Any limitations in the enforcement of shareholder rights may adversely affect investor confidence and the value of our Equity Shares. 66. QIB 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. Pursuant to the SEBI ICDR Regulations, 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. Retail Individual Investors can revise their Bids during the Bid/ Issue Period and withdraw their Bids until Bid/ Issue Closing Date. While our Company is required to complete Allotment pursuant to the Issue within 3 (three) Working Days from the Bid/Issue Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares, including material adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operations or financial condition may arise between the date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if such events occur, and such events may limit the Bidders ability to sell the Equity Shares Allotted pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing. 67. 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 and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other 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 measures and such other industry related statistical 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 Indian retailing industry, many of which provide such non-GAAP financial measures and other industry related statistical and operational information. Such supplemental financial and operational information is therefore of limited utility as an analytical tool, and investors are cautioned against considering such information either in isolation or as a substitute for an analysis of our restated financial statements as reported under applicable accounting standards disclosed elsewhere in this Prospectus. These non-GAAP financial measures and such other industry related statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and 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. 68. Subsequent to the listing of the Equity Shares, we may be subject to surveillance measures, such as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock Exchanges in order to enhance the integrity of the market and safeguard the interest of investors Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance Measures (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges and the Securities and Exchange Board of India. These measures have been introduced to enhance the integrity of the market and safeguard the interest of investors. The criteria for shortlisting any security trading on the Stock Exchanges for ASM is based on objective criteria, which includes market-based parameters such as high low-price variation, concentration of client accounts, close to close price variation, market capitalization, average daily trading volume and its change, and average delivery percentage, among others. A scrip is subject to GSM when the share price is not commensurate with the financial health and fundamentals of the company. Specific parameters for GSM include net worth, net fixed assets, PE, market capitalization and price to book value, among others. Factors within and beyond our control may lead to our securities being subject to GSM or ASM. In the event our Equity Shares are subject to such surveillance measures implemented by SEBI and 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 74either 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. 69. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all. Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Issue Price of the Equity Shares is proposed to be determined through a book- building process in accordance with the SEBI ICDR Regulations and may not be indicative of the market price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in our operating results of our Company, market conditions specific to the industry we operate in, developments relating to India, volatility in securities markets in jurisdictions other than India, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory factors. 70. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our Equity Shares may decline below the Issue Price and you may not be able to sell your Equity Shares at or above the Issue Price. The Issue Price of our Equity Shares will be determined by the book-building method. This price is based on numerous factors and may not be indicative of the market price of our Equity Shares after the Issue. For details, see “Basis for Issue Price” on page 131. The market price of our Equity Shares could be subject to significant fluctuations after the Issue and may decline below the Issue Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Issue Price. Among the factors that could affect our share price include without limitation. The following: • Quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues; • Changes in revenue or earnings estimates or publication of research reports by analysts; • Speculation in the press or investment community; • General market conditions; and • Domestic and international economic, legal and regulatory factors unrelated to our performance. 71. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of our Equity Shares, independent of our operating results. On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares, 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 equity shareholders. For example, the exchange rate between the 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 trading price of our Equity Shares and returns on our Equity Shares, independent of our operating results. 72. Significant differences exist between Ind AS and other accounting principles, such as US GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider material to their assessment of our financial condition. 75Our Restated Financial Statements have been prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the Ind AS Rules and restated in accordance with the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by the ICAI. We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting principles on the financial data included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of US GAAP, IFRS or any other accounting principles. US GAAP and IFRS differ in significant respects from Ind AS. Accordingly, the degree to which the Restated Financial Statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. 73. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may adversely affect our business, prospects and results of operations. The regulatory and policy environment in India is evolving and subject to change. Such changes in applicable law and policy in India, may adversely affect our business, financial condition, results of operations, performance and prospects in India, to the extent that we are not able to suitably respond to and comply with such changes. The regulatory and policy environment in which we operate is evolving and subject to change. Such changes may adversely affect our business, results of operations and prospects, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy. In addition, unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations including foreign investment laws governing our business, operations and group structure could result in us being deemed to be in contravention of such laws or may require us to apply for additional approvals. We may incur increased costs relating to compliance with such new requirements, which may also require management time and other resources, and any failure to comply may adversely affect our business, results of operations and prospects. 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. 74. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby suffer future dilution of their ownership position. Under the Companies Act, 2013, a company having share capital and incorporated in India must offer its equity shareholders pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by holders of three-fourths of our Equity Shares voting on such resolution. However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without our filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights, unless we make such a filing. The value such custodian receives on the sale of any such securities and the related transaction costs cannot be predicted. To the extent that you are unable to exercise pre-emptive rights granted in respect of our Equity Shares, your proportional interests in our Company would be diluted 75. Investors may not be able to enforce judgments obtained in foreign courts against us. We are a public limited company under the laws of India. All of our directors and officers are Indian nationals and all or a significant portion of the assets of all of the directors and officers and a substantial 76portion of our assets are located in India. As a result, it may be difficult for investors to effect service of process outside India on us or on such directors or officers or to enforce judgments against them obtained from courts outside India, including judgments predicated on the civil liability provisions of the United States federal securities laws. India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number of jurisdictions, which includes the United Kingdom, United Arab Emirates, Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Indian Code of Civil Procedure, 1908 (the “Civil Code”). The Civil Code only permits the enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India and obtain a decree from an Indian court. However, the party in whose favour such final judgment is rendered may bring a fresh suit in a competent court in India based on a final judgment that has been obtained in a non- reciprocating territory within three years of obtaining such final judgment. It is unlikely that an Indian court would award damages on the same basis or to the same extent as was awarded in a final judgment rendered by a court in another jurisdiction if the Indian court believed that the amount of damages awarded was excessive or inconsistent with public policy in India. In addition, any person seeking to enforce a foreign judgment in India is required to obtain prior approval of the Reserve Bank of India to repatriate any amount recovered pursuant to the execution of the judgment. 76. We are a public limited company under the laws of India. As a result, it may be difficult for investors to effect service of process outside India on us or on such directors or officers or to enforce judgments against them obtained from courts outside India, including judgments predicated on the civil liability provisions of the United States federal securities laws. Political instability or a change in economic liberalization and deregulation policies could seriously harm business and economic conditions in India generally and our business in particular. The Government of India has traditionally exercised and continues to exercise influence over many aspects of the economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. The rate of economic liberalization could change, and specific laws and policies affecting the infrastructure sector, foreign investment and other matters affecting investment in our securities could change as well. Any significant change in such liberalization and deregulation policies could adversely affect business and economic conditions in India, and our business, prospects, financial condition and results of operations, in particular. 77. We are subject to regulatory, economic and social and political uncertainties and other factors beyond our control. We are incorporated in India and we conduct our corporate affairs and our business in India. Our Equity Shares are proposed to be listed on the BSE and the NSE, subject to the receipt of the final listing and trading approvals from the Stock Exchanges. Consequently, our business, operations, financial performance and the market price of our Equity Shares will be affected by interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India. Factors that may adversely affect the Indian economy, and hence our results of operations may include: • any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate currency or export assets; • any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and scarcity of financing for our expansions; • prevailing income conditions among Indian customers and Indian corporations; 77• political instability, terrorism, military conflict, epidemic or public health issues in India or in countries in the region or globally, including in India’s various neighbouring countries; • macroeconomic factors and central bank regulation, including in relation to interest rates movements which may in turn adversely impact our access to capital and increase our borrowing costs; • Instability in financial markets and volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges; • decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy; • downgrading of India’s sovereign debt rating by rating agencies; • difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms and/or a timely basis. • changes in India’s tax, trade, fiscal or monetary policies; and • other significant regulatory or economic developments in or affecting India or its logistics sector. Moreover, a fall in the purchasing power of our customers, for any reason whatsoever, including rising consumer inflation, availability of financing to our customers, changing governmental policies and a slowdown in economic growth may have an adverse effect on our customers’ revenues, savings and could in turn negatively affect their demand for our products. In addition, any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business, results of operations and financial condition and the price of the Equity Shares. 78. Inflation in India could have an adverse effect on our profitability and if significant, on our financial condition. Inflation rates in India have been volatile in recent years, and such volatility may continue. India has experienced high inflation relative to developed countries in the recent past. Continued high rates of inflation may increase our expenses related to costs of raw material, rent, salaries or wages payable to our employees or any other expenses. There can be no assurance that we will be able to pass on any additional expenses to our customers or that our revenue will increase proportionately corresponding to such inflation. Accordingly, high rates of inflation in India could have an adverse effect on our profitability and, if significant, on our financial condition. 79. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract foreign investors, which may adversely impact the market price of the Equity Shares. Under the foreign exchange regulations currently in force in India, transfers of shares between non- residents and residents are freely permitted (subject to certain exceptions) if they comply with the 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 the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from the income tax authority. There can be no assurance that any approval required from the RBI or any other government agency can be obtained on any particular terms or at all. 80. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise financing. Any adverse revisions to India’s credit ratings for international debt by international rating agencies may adversely affect our ability to raise additional overseas financing and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on our ability to fund our growth on favourable terms or at all, and consequently adversely affect our business and financial performance and the price of our Equity Shares. 81. The occurrence of natural or man-made disasters may adversely affect our business, financial condition, results of operations and cash flows. 78The occurrence of natural disasters, including hurricanes, floods, tsunamis, earthquakes, tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, may adversely affect our financial condition or results of operations. In addition, any deterioration in relations between India and its neighbouring countries might result in investor concern about stability in the region, which may adversely affect the price of our Equity Shares. The potential impact of a natural disaster on our results of operations and financial position is speculative and would depend on numerous factors. In addition, an outbreak of a communicable disease in India or in the particular region in which we have projects would adversely affect our business and financial conditions and the results of operations. We cannot assure prospective investors that such events will not occur in the future or that our business, financial condition, results of operations and cash flows will not be adversely affected. 82. Our ability to raise foreign capital may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources and could constrain our ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on our business growth, financial condition and results of operations. 83. Rights of shareholders under Indian laws may be different from laws of other jurisdictions. Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including in relation to class actions under the Indian law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as our shareholder than as a shareholder of an entity in another jurisdiction. 84. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares. Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares held as investments or dividend paid therein in an Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for more than 12 months immediately preceding the date of transfer may be subject to long term capital gains tax in India at the specified rates depending on certain factors, whether the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available treaty exemptions. Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less, immediately preceding the date of transfer will be subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident and the seller is entitled to avail the benefits thereunder. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares. Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. 7985. The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue. The determination of the Price Band is based on various factors and assumptions and will be determined by our Company in consultation with the Book Running Lead Manager. Furthermore, the Issue Price of the Equity Shares will be determined by our Company in consultation with the Book Running Lead Manager through the Book Building Process. These will be based on numerous factors, including factors as described under “Basis for Issue Price” on page 131 and may not be indicative of the market price for the Equity Shares after the Issue. 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. 86. An Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Issue. Subject to requisite approvals, the Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in this Issue and the credit of such Equity Shares to the applicant’s demat account with depository participant could take approximately two Working Days from the Bid Closing Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within three Working Days of the Bid Closing Date. There could be a failure or delay in listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods specified in this risk factor. We could also be required to pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed time periods. For further details, see “Issue Procedure” on page 427. 80SECTION III – INTRODUCTION THE ISSUE The following table summarizes the Issue details: Particulars Details of Equity Shares Issue of Equity Shares by our Company(1)(2) Issue of up to 2,00,00,000* Equity Shares of face value of ₹10 each fully paid up for cash, at a price of ₹[●] per Equity share, aggregating ₹[●] lakhs The Issue consists of: A) QIB Portion(3)(4)(5) Not more than [●]* Equity Shares, aggregating up to ₹ [●] lakhs of which: (i) Anchor Investor Portion(3) Up to [●]* Equity Shares of ₹10 each of which: Available for allocation to Mutual Funds only [●] Equity Shares of face value of ₹10 each Balance for all QIBs including Mutual Funds [●] Equity Shares of face value of ₹10 each (ii) Net QIB Portion (assuming Anchor Investor Up to [●]* Equity Shares of ₹10 each Portion is fully subscribed) of which: a) Available for allocation to Mutual Funds [●]* Equity Shares of ₹10 each only (5% of the Net QIB Portion)(3) b) Balance for all QIBs including Mutual [●]* Equity Shares of ₹10 each Funds B) Non – Institutional Portion(6)(7) Not less than [●]* Equity Shares, aggregating up to ₹ [●] lakhs A. of which: (a) One-third of the Non-Institutional Portion [●]* Equity Shares of ₹10 each available for allocation to Bidders with an application size more than ₹2,00,000 and up to ₹10,00,000 (b) Two-third of the Non-Institutional Portion [●]* Equity Shares of ₹10 each available for allocation to Bidders with an application size of more than ₹10,00,000 C) Retail Portion(3) Not less than [●]* Equity Shares, aggregating up to ₹ [●] lakhs Pre-Issue and Post-Issue Equity Shares Equity Shares outstanding prior to the Issue (as on 4,94,03,130 Equity Shares of face value of ₹10 each the date of this Draft Red Herring Prospectus) Equity Shares outstanding after the Issue [●] Equity Shares of ₹10 each Use of Net proceeds For details about the use of Net Proceeds, please refer “Objects of the Issue” on page 119. *Subject to finalisation of the Basis of Allotment. Notes: (1) The Issue has been authorized by a resolution of our Board dated November 8, 2024 and has been authorized by a special resolution of our Shareholders, dated November 20, 2024. (2) Our Company may, in consultation with the BRLM allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations. The QIB portion will accordingly be reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non- Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added back to the Net QIB Portion. 5% of the Net QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion (excluding Anchor Investor Portion) will be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids having being received at or above the Issue Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance 81Equity 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 details, please refer “Issue Procedure” on page 427. (3) Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from other categories or a combination of categories. In the event of under-subscription in the Issue, the Equity Shares will be allocated in the manner specified in “Terms of the Issue” on page 416 . (4) Subject to valid Bids being received at or above the Issue Price, under subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories, as applicable, at the discretion of our Company in consultation with the BRLM, and the Designated Stock Exchange, subject to applicable laws. (5) Allocation to Bidders in all categories, other than Anchor Portion, Retail Individual Portion and Non-Institutional Portion, shall be made on a proportionate basis, subject to valid Bids received at or above the Issue Price. The allocation to each Retail Individual Bidder 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. (6) One-third of the Non-Institutional Portion shall be reserved for applicants with application size of more than ₹2,00,000 and up to ₹10,00,000, two-thirds of the Non-Institutional Portion shall be reserved for Bidders with an application size of more than ₹10,00,000 and the unsubscribed portion in either of the above sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Bidders. The Allocation to each Non-Institutional Investor shall not be less than the minimum application size viz. ₹2,00,000, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis, in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. For details, please refer “Issue Procedure” on page 427. (7) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹5,00,000 shall use UPI. Individual Investors bidding under the Non-Institutional Portion for more than ₹2,00,000 and up to ₹5,00,000, using the UPI Mechanism, shall provide their UPI ID 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. For further details, including grounds for rejection of bids, please see “Terms of the Issue”, “Issue Structure” and “Issue Procedure” on pages 416, 423, and 427 respectively. 82SUMMARY FINANCIAL STATEMENTS The following tables set forth summary financial information derived from the Restated Financial Information. The summary financial information presented below should be read in conjunction with “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 83 and 354, respectively. (Remainder of this page has been intentionally left blank) 83SUMMARY OF BALANCE SHEET (All amounts in ₹ lakhs) Particulars As At March 31, 2025 March 31, 2024 March 31, 2023 ASSETS Non-current assets Property, plant and equipment 7,844.70 6,404.59 4,151.43 Capital work-in-progress 1,242.82 1,743.89 1.25 Investment Property 36.90 110.02 110.02 Right-of-use assets 484.71 490.10 495.49 Other intangible assets 5.06 6.69 6.43 Financial assets Other non-current financial assets 3,160.04 744.78 438.48 Deferred tax assets (net) - - 16.68 Other non-current assets 564.32 532.58 3,259.42 Total non-current assets 13,338.55 10,032.65 8,479.20 Current assets Inventories 20,907.49 14,633.61 12,997.69 Financial assets Current investments 25.20 - 34.59 Trade receivables 15,899.98 9,438.46 8,127.09 Cash and cash equivalents 1,500.56 4,526.54 400.12 Bank balances other than cash and cash - 40.00 1,712.16 equivalents Other current financial assets 148.94 127.96 85.35 Current tax asset (net) 188.58 172.22 - Other current assets 2,245.73 1,151.30 3,815.85 Total current assets 40,916.48 30,090.09 27,172.85 Total assets 54,255.03 40,122.74 35,652.05 EQUITY AND LIABILITIES Equity Equity Share capital 4,940.31 235.25 235.25 Other Equity 7,128.00 10,745.25 8,468.13 Total Equity 12,068.31 10,980.50 8,703.38 Liabilities Non-current liabilities Financial liabilities Borrowings 3,600.61 5,043.79 6,219.50 Provisions 119.36 63.03 47.61 Deferred tax liabilities (net) 320.40 229.62 - Total non-current liabilities 4,040.37 5,336.44 6,267.11 84Particulars As At March 31, 2025 March 31, 2024 March 31, 2023 Current liabilities Financial liabilities Borrowings 31,508.61 22,272.30 17,110.15 Trade payables - total outstanding dues of micro 45.45 58.53 36.53 enterprises and small enterprises - total outstanding dues of creditors 5,921.95 630.13 2,323.55 other than micro enterprises and small enterprises Other current financial liabilities 551.18 482.54 730.44 Other current liabilities 81.97 291.06 131.27 Provisions 37.19 71.24 51.14 Current tax liabilities (net) - - 298.48 Total current liabilities 38,146.35 23,805.81 20,681.56 Total Equity and Liabilities 54,255.03 40,122.74 35,652.05 85SUMMARY OF PROFIT AND LOSS (All amounts in ₹ lakhs) Particulars For the Year ended March 31, 2025 March 31, 2024 March 31, 2023 Income Revenue from Operations 1,14,779.33 1,02,216.00 84,744.25 Other income 593.72 635.55 1,136.15 Total Income 1,15,373.05 1,02,851.55 85,880.40 Expenses Cost of materials consumed 95,131.16 93,668.24 78,053.83 Purchase of Stock - in - Trade 10,715.73 1,874.52 - Change in inventories of finished goods, stock in 554.65 (2,999.70) (196.24) trade, work-in progress, rejection and scrap Employee benefits expense 1,041.86 886.42 718.86 Finance costs 2,466.65 2,093.69 1,346.54 Depreciation and amortisation expense 895.28 806.90 653.68 Operating expenses 2,561.01 3,005.88 2,169.55 Other expenses 538.81 460.82 421.00 Total expenses 1,13,905.15 99,796.77 83,167.22 Restated Profit before tax 1,467.90 3,054.78 2,713.18 Tax expense Current tax charge 285.54 540.33 725.28 Deferred tax (credit) / charge 91.73 244.04 (0.25) Total Tax expense 377.27 784.37 725.03 Restated Profit for the year 1,090.63 2,270.41 1,988.15 Other comprehensive income (OCI) Items that will not be reclassified to profit or loss in subsequent periods: Re-measurement (loss) / gain on defined benefit (3.77) 8.98 14.53 plans Income tax effect on above 0.95 (2.26) (3.66) Restated OCI for the year (net of tax) (2.82) 6.72 10.87 Restated Total comprehensive profit / (loss) 1,087.81 2,277.13 1,999.02 attributable to the Equity Shareholders for the year 86SUMMARY OF CASH FLOWS (All amounts in ₹ lakhs) Particulars For the Year ended March 31, March 31, March 31, 2025 2024 2023 A. Cash flows from operating activities Profit before tax 1,467.90 3,054.78 2,713.18 Adjustments to reconcile Restated loss before tax to net cashflows: Depreciation and amortisation expense 895.28 806.90 653.68 Interest income on fixed deposits (355.66) (242.64) (75.97) Balances written back (59.11) (178.50) - Fair Value (Gain)/Loss in Investments - - (1.16) Profit from sale of Investment Property (83.78) - - Finance costs 2,466.65 2,093.69 1,346.54 Operating profit before working capital changes 4,331.26 5,534.23 4,636.29 Working capital adjustments: (Increase) / decrease in inventories (6,273.88) (1,635.92) (5,110.42) (Increase) / decrease in trade receivables (6,461.52) (1,311.36) 966.58 (Increase) / decrease in other assets (1,126.17) 2,573.80 (2,066.50) (Increase) / decrease in other financial assets (3.18) (4.49) (19.63) (Decrease) / increase in trade payables 5,337.84 (1,492.95) (476.13) (Decrease) / increase in provisions 19.46 44.50 35.44 (Decrease) / increase in other liabilities 68.65 159.79 (86.09) (Decrease) / increase in other financial liabilities (52.19) (104.40) 469.21 Cash generated from operations (4,159.71) 3,763.20 (1,651.25) Income taxes (paid) / refunded (net) (302.85) (1,011.03) (667.54) Net cash generated from operating activities (4,462.58) 2,752.16 (2,318.79) B. Cash flow from investing activities Purchase of property, plant and equipment, CWIP, intangible (2,024.43) (7,685.81) (5,145.84) assets, Right of use assets and Investment property Proceeds on sale of property, plant and equipment, CWIP, 113.35 5,705.83 773.67 intangible assets, Right of use assets and Investment property (Investment in ) bank deposits (3,040.00) (40.00) (1,712.16) Maturity of bank deposits 40.00 1,712.16 - (Investment in ) margin deposits - 738.12 308.71 Maturity of margin deposits 624.73 (1,044.40) (438.45) Purchase of investments (25.20) - - Proceeds from sale of investments 83.78 34.59 - Interest received 337.85 204.51 75.75 Net cash used in investing activities (3,889.92) (375.00) (6,138.32) C. Cash flow from financing activities 87Particulars For the Year ended March 31, March 31, March 31, 2025 2024 2023 Proceeds from borrowings 17,555.68 21,775.57 23,372.22 Repayment of borrowings (9,762.52) (17,789.12 (13,949.43 ) ) Proceeds from issuance of share capital - - 636.03 Finance Cost (2,466.65) (2,237.19) (1,203.03) Net cash used in financing activities 5,326.51 1,749.26 8,855.78 Net increase / (decrease) in cash and cash equivalents (3,025.98) 4,126.42 398.68 Cash and cash equivalents at the beginning of the year 4,526.54 400.12 1.45 Cash and cash equivalents at the end of the year (Refer 1,500.56 4,526.54 400.12 note 14) Components of cash and cash equivalents for the purpose of statement of cash flows Balances with banks: - in current accounts 0.50 - 0.00 - deposits with original maturity of less than three months 1,500.00 4,526.26 400.00 Cash on hand 0.06 0.28 0.12 Total cash and cash equivalents 1,500.56 4,526.54 400.12 88GENERAL INFORMATION Registered Office R.K. Steel Manufacturing Company Limited No.5, Ground Floor, Branson Garden Street Kilpauk, Perambur Purasawalkam Chennai – 600 010, Tamil Nadu, India Telephone: + 044 3500 5348 / 3500 5349 Email Id: compliance.officer@rksteel.co.in Website: www.rksteel.co.in Company Registration Number and Corporate Identity Number The registration number and corporate identity number of our Company are as follows: Corporate identity number: U24106TN2006PLC059519 Registration number: 059519 Address of Registrar of Companies Our Company is registered with the RoC, Chennai at the following address: Registrar of Companies Block No.6, B Wing 2nd Floor Shastri Bhawan 26, Haddows Road Chennai – 600034, Tamil Nadu, India Our Board of Directors Details regarding our Board as on the date of this Draft Red Herring Prospectus are set forth below: Name Designation DIN Address Pramod Kumar Bhalotia Chairman cum 01115735 3151 TVH Lumbini Square, 127 Bricklin Managing Director Road, Purasaiwalkam, Vepery, Chennai – 600 007, Tamil Nadu, India Abhishek Bhalotia Whole-time Director 07624387 3151 TVH Lumbini Square, 127 Bricklin Road, Purasaiwalkam, Vepery, Chennai – 600 007, Tamil Nadu, India Beena Bhalotia Non-Executive 02678849 3151 TVH Lumbini Square, 127 Bricklin Director Road, Purasaiwalkam, Vepery, Chennai – 600 007, Tamil Nadu, India C Rajendran Independent Director 10345090 A105, TVH Nivaan 48/7, Muthukumarappa Street Saligramam, Chennai – 600 093, Tamil Nadu, India S Krishnamachari Independent Director 10698035 21/2 1st Floor Velu Street, VTC: West Mambalam S.O, Chennai – 600 033, Tamil Nadu, India Saimathy Soupramanien Independent Director 07657046 Datchanamourty, 69, Shanmuga Velayutha Muthaliyar Street, Pondicherry – 605 001, Tamil Nadu, India For further details of our Directors, please refer “Our Management” on page 247. 89Company Secretary and Compliance Officer S N Satiya Priya is the Company Secretary and Compliance Officer of our Company. Her contact details are as follows: Address: No.5, Ground Floor, Branson Garden Street Kilpauk, Perambur Purasawalkam Chennai – 600 010, Tamil Nadu, India Telephone: +044 4164 6633 Email Id: compliance.officer@rksteel.co.in Investor Grievances: investors@rksteel.co.in Investors may contact the Company Secretary and Compliance Officer, the BRLM or the Registrar to the Issue in case of any pre-issue or post-issue related grievances including non-receipt of Allotment Advice, 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 Issue related queries and for redressal of complaints, investors may also write to the BRLM. All Issue-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for Retail Individual Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated 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 Issue. The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications and grievances of ASBA Bidders. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the Brokers Centers, as the case may be, quoting the full name of the sole or first Bidder, Bid cum Application Form number, address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid-cum-Application Form, name and address of the member of the Syndicate or the Designated Branch or the Registered Broker or address of the RTA or address of the DP, as the case may be, where the Bid was submitted, and the ASBA Account number in which the amount equivalent to the Bid Amount was blocked. All grievances relating to the UPI mechanism may be addressed to the Registrar to the Issue with a copy to the relevant Sponsor Bank or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the Brokers Centers, as the case may be, quoting the full name of the sole or first Bidder, Bid cum Application Form number, address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid-cum-Application Form, name and address of the member of the Syndicate or the Designated Branch or the Registered Broker or address of the RTA or address of the DP, as the case may be, where the Bid was submitted, and the UPI ID of the UPI ID Linked Bank Account in which the amount equivalent to the Bid Amount was blocked. All grievances relating to Bids submitted through the Registered Broker and/or a Stock Broker may be addressed to the Stock Exchanges with a copy to the Registrar to the Issue. All Issue-related grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay 90in unblocking Book Running Lead Manager GYR Capital Advisors Private Limited 428, Gala Empire, Near JB Tower, Drive in Road Thaltej, Ahmedabad – 380 054, Gujarat, India Tel: +91 87775 64648 E-mail: rksteel.ipo@gyrcapitaladvisors.in Website: www.gyrcapitaladvisors.com Investor Grievance E-mail: investors@gyrcapitaladvisors.com Contact Person: Mohit Baid/Pooja Jadiya/Shejal Panjwani SEBI Registration No.: INM000012810 Statement of responsibilities GYR Capital Advisors Private Limited is the sole Book Running Lead Manager to the Issue and all the responsibilities relating to co-ordination and other activities in relation to the Issue shall be performed by them and hence a statement of inter-se allocation of responsibilities is not required. Legal Counsel to the Issue Vidhigya Associates, Advocates 105 & 310, A Wing, Kanara Business Centre, Link Road, Laxmi Nagar Ghatkopar East, Mumbai - 400 075 Telephone: +91 84240 30160 Email: rahul@vidhigyaassociates.com Contact Person: Rahul Pandey Registrar to the Issue MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) C-101, 1st Floor, 247 Park, Lal Bahadur Shashtri Marg,Vikhroli (West), Mumbai –400 083, Maharashtra, India Tel: +91-022-810 811 4949 Email: rksteel.ipo@linkintime.co.in Website: www.linkintime.co.in Investor Grievance Email: rksteel.ipo@linkintime.co.in Contact Person: Shanti Gopalkrishnan SEBI Registration No.: INR000004058 Statutory Auditors to our Company Mahesh C Solanki & Co, Chartered Accountants Address: 803, Airen Heights, Pu-3 Scheme No.54, Opp. Malhar Mega Mall A.B. Road, Indore – 452 010 Madhya Pradesh, India Tel: +91-731-257 6077 Email: chennai@mcsca.com ICAI Firm Registration Number: 006228C Peer Review Number: 016526 Contact Person: CA Vinay Kumar Jain 91Changes in the Auditors Except as stated below, there have been no changes in the statutory auditors of our Company during the three years immediately preceding the date of this Draft Red Herring Prospectus. Name of Auditor Address and E-mail Date of Reason Appointment/ Cessation Mahesh C Solanki & 803, Airen Heights, Pu-3 Scheme, September 30, 2024 Appointed for the Co No.54, Opp. Malhar Mega Mall A.B. term of five years in Road, Indore, the AGM Madhyapradesh- 452010 chennai@mcsca.com R R More & Co D4, First Floor, Rams Appts., 21, September 30, 2024 Cessation due to Raja Annamalai Road, completion of term Purasawalkam, Chennai – 600 084, Tamil Nadu, India rrmore.ca@gmail.com Bankers to our Company HDFC Bank Limited A Wing, 8th Floor, Phase-3 Spencer Plaza No 769, Annasalai, Chennai – 600 002 Tamil Nadu, India Contact person: Amudhan Telephone: +91 99629 59571 E-mail:amudhan.v@hdfcbank.com Website: www.hdfcbank.com Bankers to Issue, Escrow Collection Bank, Public Issue Bank, Refund Bank and Sponsor Bank The Bankers to the Issue will be appointed prior to filing of the Red Herring Prospectus with the RoC. Syndicate Members The Syndicate Members will be appointed prior to filing of the Red Herring Prospectus with the RoC. Designated Intermediaries Self-Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes on the SEBI website, or at such other website as may be prescribed by SEBI from time to time. A list of the Designated Branches of the SCSBs with which a Bidder (other than an Anchor Investor and RIB using the UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the SEBI website, and at such other websites as may be prescribed by SEBI from time to time. SCSBs and mobile applications enabled for UPI Mechanism In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, Retail Individual Bidders bidding using the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, which 92may be updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI Mechanism is provided as 'Annexure A' for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. Syndicate SCSB Branches In relation to Bids (other than Bids by Anchor Investors) 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?doRecognised=yes and updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time to time or any such other website as may be prescribed by SEBI from time to time. Registered Brokers 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/Markets/PublicIssues/brokercentres_new.aspx? and www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from time to time. Registrar and Share Transfer Agents The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and www.nseindia.com/products/content/equities/ipos/asba_procedures.htm 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. Grading of the Issue No credit agency registered with SEBI has been appointed for grading for the Issue. Expert Except as stated below, our Company has not obtained any expert opinions: Our Company has received written consent dated September 19, 2025 from M/s Mahesh C Solanki & Co., 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 in respect of (i) examination report, dated September 19, 2025 on our Restated Financial Statements in this Draft Red Herring Prospectus (ii) Statement of Special Tax Benefits dated September 19, 2025 and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received written consent dated July 3, 2025, from Dr. K. Krishnamurthy, Independent Chartered Engineer, 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 93Companies Act, 2013 to the extent and in his capacity as the Independent Chartered Engineer. However, the term "expert" and the consent thereof shall not be construed to mean an "expert" or consent within the meaning under the U.S. Securities Act, as amended (the “U.S. Securities Act”). The above-mentioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. Monitoring Agency Our Company shall, in compliance with Regulation 41 of the SEBI ICDR Regulations, appoint a monitoring agency for monitoring the utilization of the Gross Proceeds from the Fresh Issue prior to the filing of the Red Herring Prospectus. For details in relation to the proposed utilisation of the Net Proceeds, see the section titled “Objects of the Offer” on page 119. Appraising Entity None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Credit Rating As the issue is only of Equity Shares, credit rating is not required. Debenture trustees As the Issue is of Equity Shares, the appointment of debenture trustees is not required. Green Shoe Option No green shoe option is contemplated under the Issue. Filing of this Draft Red Herring Prospectus A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI Intermediary Portal at https://siportal.sebi.gov.in, in accordance with regulation 25 (8) of SEBI ICDR Regulations and SEBI Master Circular dated June 21, 2023 and shall be submitted to SEBI on cfddil@sebi.gov.in in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure – Division of Issues and Listing – CFD”. It will also be filed with SEBI at the following address: Securities and Exchange Board of India Corporation Finance Department Division of Issues and Listing SEBI Bhavan, Plot No. C4 A, ‘G’ Block Bandra Kurla Complex, Bandra (E) Mumbai 400 051, Maharashtra, India A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32 of the Companies Act, 2013 would be filed with the RoC and a copy of the Prospectus to be filed under Section 26 of the Companies Act, 2013 would be filed with the RoC through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. Book Building Process Book building, in the context of the Issue, refers to the process of collection of Bids from Bidders on the basis of the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band which will be decided by our Board, as applicable, in consultation with the BRLM, and the minimum Bid lot, which will be decided by our Board or the IPO Committee, as applicable, in consultation with the BRLM, and if not disclosed in the Red Herring Prospectus, will be advertised in [●] editions of [●] (a widely circulated English national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily newspaper, [●] editions of [●] (a widely circulated Tamil newspaper, Tamil being the regional language of Chennai, Tamil Nadu, India where our 94Registered Office is located), at least two Working Days prior to the Bid/ Issue Opening Date and shall be made available to the Stock Exchanges for the purposes of uploading on their respective websites. The Issue Price shall be determined by our Board or the IPO Committee in consultation with the BRLM, after the Bid/Issue Closing Date. For further details, refer “Issue Procedure” on page 427. All Bidders (other than Anchor Investors) shall mandatorily participate in this Issue only through the ASBA process by providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or Sponsor Bank, as the case may be. In addition to this, the UPI Bidders may participate through the ASBA process by providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or using the UPI Mechanism. Anchor Investors are not permitted to participate in the Issue through the ASBA process. In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bid(s) during the Bid/Issue Period and withdraw their Bid(s) until Bid/Issue Closing Date. Anchor Investors are not allowed to revise and withdraw their Bids after the Anchor Investor Bid/ Issue Period. Allocation to QIBs (other than Anchor Investors) and Non- Institutional Investors will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis. Pursuant to SEBI circular no. (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, all individual investors applying in initial public offerings whose application amount is up to ₹5,00,000 shall use UPI Mechanism. Individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹2,00,000 and up to ₹ 5,00,000, using the UPI Mechanism, shall provide their UPI ID in the Bid- cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. RIBs bidding in the Retail Portion can revise their Bids during the Bid/Issue Period and withdraw their Bids until the Bid/Issue Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/Issue Period. Except for Allocation to RIBs, Non-Institutional Bidders and the Anchor Investors, Allocation in the Issue will be on a proportionate basis. Allocation to the Anchor Investors will be on a discretionary basis. The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to change. Bidders are advised to make their own judgment about an investment through this process prior to submitting a Bid. Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Issue, by submitting their Bid in the Issue. Bidders should note the Issue is also subject to obtaining (i) the final approval of the RoC after the Prospectus is filed with the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment as per the prescribed timelines in compliance with the SEBI ICDR Regulations. Illustration of Book Building Process and Price Discovery Process For an illustration of the Book Building Process and the price discovery process, refer “Terms of the Issue” and “Issue Procedure” on pages 416 and 427, respectively. Underwriting Agreement After the determination of the Issue Price, but prior to allocation of Equity Shares and filing of the Prospectus with the RoC, our Company will enter into the Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Issue, who shall be merchant bankers or stock-brokers registered with SEBI. The extent of underwriting obligations and the Bids to be underwritten by 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. 95The 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. Specific details below have been intentionally left blank and will be filled in before, and this portion will be applicable upon the execution of the Underwriting Agreement and filing of the Prospectus with the RoC, as applicable) (₹ in lakhs) Name, address, telephone number Indicative number of Amount underwritten and e-mail address of the Equity Shares to be Underwriters underwritten [●] [●] [●] The abovementioned amounts are provided for indicative purposes only and would be decided after the pricing and actual allocation and subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations. In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with 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 amongst the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to Equity Shares allocated to Investors procured by them in accordance with the Underwriting Agreement. 96CAPITAL STRUCTURE Details of the share capital of our Company, as on the date of this Draft Red Herring Prospectus, are set forth below. (in ₹, except share data) Sr. Particulars Aggregate value at Aggregate value at No. face value Issue Price* A. AUTHORIZED SHARE CAPITAL 7,50,00,000 Equity Shares of face value of ₹10 each 75,00,00,000 - B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE 4,94,03,130 Equity Shares of face value of ₹10 each 49,40,31,300 - C. PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS# Issue of up to 2,00,00,000 Equity Shares of face value of 20,00,00,000 [●] ₹10 each aggregating to ₹ [●] D. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE ISSUE*^ [●] Equity Shares of face value ₹10 each [●]## - E. SECURITIES PREMIUM ACCOUNT Before the Issue Nil After the Issue [●] * Details to be included upon finalization of Issue Price ** For details in relation to the changes in the authorised share capital of our Company, see “History and Certain Corporate Matters – Amendments to our Memorandum of Association” on page 242. # The Issue has been authorised by our Board of Directors and our Shareholders pursuant to the resolutions passed at their meetings dated November 8, 2024 and November 20, 2024, respectively. ## Subject to finalization of Basis of Allotment. Share Capital History of our Company Our Company has only one class of share capital i.e., Equity Shares of face value of ₹10 each. All the issued Equity Shares are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Draft Red Herring Prospectus. Notes to Capital Structure 1. History of paid-up Equity Share Capital of our Company The history of the paid-up Equity Share capital of our Company is set forth in the table below: Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) At the time 10,000 10 10 Cash Subscriptio 10,000 1,00,000 2 Allotment of of n to MOA 5,000 Equity 97Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) incorporatio Shares to n* Pramod Kumar Bhalotia and 5,000 Equity Shares to Rajesh Bhalotia pursuant to subscription of MOA March 29, 1,84,380 10 50 Cash Further 1,94,380 19,43,800 5 Allotment of 2008 Allotment 1,360 Equity Shares to Rajesh Kumar Bhalotia, 760 Equity Shares to Md. Fazlullah Basha, 2,260 Equity Shares to Ratanlal Rajesh Kumar Bhalotia (HUF), 1,20,000 Equity Shares to Bajrangbali Trade Link Private Limited, 60,000 Equity Shares to Hanuman Distributors Private Limited January 23, 4,25,180 10 50 Cash Further 6,19,560 61,95,600 10 Allotment of 2009 Allotment 50,000 Equity Shares to Weldon Vanijya Private 98Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) Limited, 50,000 Equity Shares to Trim Line Vyapaar Private Limited, 50,000 Equity Shares to Gajanand Agrotech Limited, 50,000 Equity Shares to OCTAL Commoditie s Private Limited, 50,000 Equity Shares to Parijat Comodial Private Limited, 50,000 Equity Shares to Ganeshwar Sales Private Limited, 80,000 Equity Shares to Right Choice Distributor Private Limited, 20,000 Equity Shares to Bajrangbali Trade Link Private Limited, 20,000 99Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) Equity Shares to Hanuman Distributors Private Limited, 5,180 Equity Shares to Rajesh Kumar Bhalotia) March 31, 3,69,840 10 50 Cash Further 9,89,400 98,94,000 10 Allotment 2009 Allotment of 20,000 Equity Shares to Navrekha Commotra de Private Limited, 20,000 Equity Shares to Festino Agro Private Limited, 50,000 Equity Shares to Ranisati Apartments private Limited, 10,000 Equity Shares Trimline Vyapaar Private Limited, 1,20,000 Equity Shares to Salasar Dealcom Private limited, 40,000 Equity Shares to 100Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) Hanuman Distributor s Private Limited, 40,000 Equity Shares to Right Choice Distributor Private Limited, 200 Equity Shares to Ramesh Kumar Agarwal, 200 Equity Shares to Kiran Agarwal and 30,540 Equity Shares to Pramod Kumar Bhalotia. 36,160 Equity Shares to Rajesh Kumar Bhalotia, 2,740 Equity Shares to Ratanlal Rajesh Kumar HUF September 4,00,000 10 50 Cash Further 13,89,400 1,38,94,000 2 Allotment 19, 2012 Allotment of 2,00,000 Equity Shares to Pramod Kumar Bhalotia, 2,00,000 Equity Shares to 101Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) Ratanlal Bhalotia March 15, 2,60,000 10 50 Cash Further 16,49,400 1,64,94,000 1 Allotment 2013 Allotment of 2,60,000 Equity Shares to Mayank Marketing Private Limited May 31, 4,08,130 10 100 Cash Rights 20,57,530 2,05,75,300 5 Allotment 2018 Issue of 2,26,800 Equity Shares to Pramod Kumar Bhalotia, 87,500 Equity Shares to Rajesh Kumar Bhalotia, 53,400 Equity Shares to Abhishek Bhalotia, 21,970 Equity Shares to Mayank Marketing Private Limited, 18,460 Equity Shares to S.Md. Fazlullah Basha March 21, 2,95,000 10 289 Cash Rights 23,52,530 2,35,25,300 4 Allotment 2023 Issue of 1,09,100 Equity Shares to Pramod Kumar Bhalotia, 1,10,980 102Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) Equity Shares to Beena Bhalotia, 30,410 Abhishek Bhalotia, 44,510 Equity Shares to Dolly Bhalotia September 1,41,15,18 10 Nil Other than Bonus 1,64,67,710 16,46,77,10 10 Allotment 30, 2024 0 Cash Issue in the 0 of ratio of 6:1 51,98,640 i.e., 6 fully Equity paid-up Shares to Equity Pramod Shares Kumar against 1 Bhalotia, existing 19,93,620 fully paid- Equity up Equity Shares to Share held Abhishek by the Bhalotia existing Equity shareholde Shares), rs 4,560 Equity Shares to S. MD. Fazlullah Basha, 2,67,060 Equity Shares to Dolly Bhalotia, 14,77,080 Equity Shares to Beena Bhalotia, 60,000 Equity shares to V.Anjali, 2,40,000 Equity Shares to 103Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) Krishna Kumar Dhanuka, 2,400 Equity Shares to Ratanlal Bhalotia, 3,00,000 Equity Shares Ratanlal Pramod Kumar Bhalotia HUF, 45,71,820 Equity Shares to Mayank Marketing Private Limited December 3,29,35,42 10 Nil Other than Bonus 4,94,03,130 49,40,31,30 10 Allotment 03, 2024 0 Cash Issue in the 0 of ratio of 2:1 1,21,30,16 i.e., 2 fully 0 Equity paid-up Shares to Equity Pramod Shares Kumar against 1 Bhalotia, existing 46,51,780 fully paid- Equity up Equity Shares to Share held Abhishek by the Bhalotia, existing 10,640 shareholde Equity rs Shares to S. MD. Fazlullah Basha, 6,23,140 Equity Shares to Dolly Bhalotia, 34,46,520 Equity Shares to 104Date of Number Face Issue Nature of Nature of Cumulati Cumulati No of Name of allotment of value Price consideratio allotment ve ve paid-up Allotee allottees Equity per per n / transfer number of Equity s Shares Equit Equit Equity Share allotted y y Shares capital (₹) Share Share (₹) (₹) Beena Bhalotia, 1,40,000 to V.Anjali, 5,60,000 Equity Shares to Krishna Kumar Dhanuka, 5,600 Equity Shares to Ratanlal Bhalotia, 7,00,000 Equity Shares to Ratanlal Pramod Kumar Bhalotia HUF, 1,06,67,58 0 Equity Shares to Mayank Marketing Private Limited 2. Preference Share Capital As on the date of this Draft Red Herring Prospectus, our Company does not have any preference share capital. 3. Details of the transfer and acquisition of Equity Shares of our Company through secondary transaction for the Promoters, and members of the Promoter Group. Except as disclosed below, our Promoters and members of the Promoter Group have not transferred or acquired Equity Shares of our Company through secondary transactions: Date of Transferor Name of No. of Equity Face value Price per Equity transfer allotee/ shares of Equity Share/Nature of transferee transferred shares consideration May 28, Right Mayank 1,20,000 10 10 2010 Choice Marketing Distributors Private Private Limited Limited 105Date of Transferor Name of No. of Equity Face value Price per Equity transfer allotee/ shares of Equity Share/Nature of transferee transferred shares consideration May 28, Hanuman Mayank 1,20,000 10 10 2010 Distributors Marketing Private Private Limited Limited May 28, Salasar Mayank 1,20,000 10 10 2010 Dealcom Marketing Private Private Limited Limited May 28, Bajrangbali Mayank 1,40,000 10 10 2010 Trade Link Marketing Private Private Limited Limited August 06, Mayank Pramod 20,000 10 10 2012 Marketing Kumar Private Bhalotia Limited. April 05, Bajrangbali Ratanlal 50,000 10 10 2017 Trade Link Rajesh Private Kumar Limited Bhalotia HUF April 05, Hanuman Abhishek 50,000 10 10 2017 Distributors Bhalotia Private Limited April 05, Hanuman Priyank 20,000 10 10 2017 Distributors Bhalotia Private Limited April 05, Bajrangbali Ratanlal 50,000 10 10 2017 Trade Link Pramod Private Kumar Limx1ited Bhalotia HUF February 01, Arun Komal 30,000 10 Gift 2020 Murarka Bhalotia March 31, Komal Abhishek 20,000 10 Gift 2021 Bhalotia Bhalotia March 31, Komal Abhishek 10,000 10 Gift 2021 Bhalotia Bhalotia November Rajesh Pramod 135,200 10 Gift 12, 2021 Kumar Kumar Bhalotia Bhalotia July 15, 2021 Ratanlal Priyank 2,260 10 Gift Rajesh Bhalotia Kumar Bhalotia HUF July 15, 2021 Ratanlal Priyank 2,740 10 Gift Rajesh Bhalotia Kumar Bhalotia HUF July 15, 2021 Ratanlal Priyank 50,000 10 Gift 106Date of Transferor Name of No. of Equity Face value Price per Equity transfer allotee/ shares of Equity Share/Nature of transferee transferred shares consideration Rajesh Bhalotia Kumar Bhalotia HUF November Priyank Rajesh 2,260 10 Gift 15, 2021 Bhalotia Kumar Bhalotia November Priyank Rajesh 2,740 10 Gift 15, 2021 Bhalotia Kumar Bhalotia November Priyank Rajesh 50,000 10 Gift 15, 2021 Bhalotia Kumar Bhalotia November Priyank Rajesh 20,000 10 Gift 15, 2021 Bhalotia Kumar Bhalotia November Rajesh Pramod 2,260 10 Gift 20, 2021 Kumar Kumar Bhalotia Bhalotia November Rajesh Pramod 2,740 10 Gift 20, 2021 Kumar Kumar Bhalotia Bhalotia November Rajesh Pramod 50,000 10 Gift 20, 2021 Kumar Kumar Bhalotia Bhalotia November Rajesh Pramod 20,000 10 Gift 20, 2021 Kumar Kumar Bhalotia Bhalotia November Pramod Beena 1,35,200 10 Gift 20, 2021 Kumar Bhalotia Bhalotia April 23, Kiran Ratanlal 200 10 Gift 2022 Agarwal Bhalkotia April 23, Ramesh 200 10 Gift 2022 Kumar Ratanlal Agarwal Bhalkotia April 23, Ratanlal Pramod 2,00,000 10 Gift 2022 Bhalkotia Kumar Bhalotia March 31, Satish Komal 50,000 10 Gift 2023 Kumar Bhalotia April 10, Fazlullah Komal 50,000 10 Gift 2023 Basha Bhalotia April 10, Fazlullah Komal 50,000 10 Gift 2023 Basha Bhalotia April 10, Fazlullah Komal 18,460 10 Gift 2023 Basha Bhalotia September Komal Abhishek 50,000 10 Gift 30, 2023 Bhalotia Bhalotia September Komal Abhishek 50,000 10 Gift 30, 2023 Bhalotia Bhalotia September Komal Abhishek 50,000 10 Gift 30, 2023 Bhalotia Bhalotia September Komal Abhishek 18,460 10 Gift 107Date of Transferor Name of No. of Equity Face value Price per Equity transfer allotee/ shares of Equity Share/Nature of transferee transferred shares consideration 30, 2023 Bhalotia Bhalotia 4. Issue of shares for consideration other than cash or out of revaluation of reserves Except as set out below, our Company has not issued any Equity Shares for consideration other than cash or out of revaluation of reserves at any time since incorporation. Date of Number of Face Issue Price Reason for No. of Name of Benefits allotment Equity value per Equity allotment Allotees allottees accrued to Shares per Share (₹) our Company allotted Equity Share (₹) September 30, 1,41,15,180 10 Nil Bonus Issue 9 Allotment of Capitalization 2024 51,98,640 of reserves Equity Shares to Pramod Kumar Bhalotia, 19,93,620 Equity Shares to Abhishek Bhalotia Equity Shares), 4,560 Equity Shares to S. MD. Fazlullah Basha, 2,67,060 Equity Shares to Dolly Bhalotia, 14,77,080 Equity Shares to Beena Bhalotia, 60,000 Equity shares to V.Anjali, 2,40,000 Equity Shares to Krishna Kumar Dhanuka, 2,400 Equity Shares to Ratanlal Bhalotia, Ratanlal Pramod Kumar Bhalotia HUF 108Date of Number of Face Issue Price Reason for No. of Name of Benefits allotment Equity value per Equity allotment Allotees allottees accrued to Shares per Share (₹) our Company allotted Equity Share (₹) 3,00,000 Equity Shares, 45,71,820 Equity Shares to Mayank Marketing Private Limited December 03, 3,29,35,420 10 Nil Bonus Issue 10 Allotment of Capitalization 2024 1,21,30,160 of reserves Equity Shares to Pramod Kumar Bhalotia, 46,51,780 Equity Shares to Abhishek Bhalotia, 10,640 Equity Shares to S. MD. Fazlullah Basha, 6,23,140 Equity Shares to Dolly Bhalotia, 34,46,520 Equity Shares to Beena Bhalotia, 1,40,000 to V.Anjali, 5,60,000 Equity Shares to Krishna Kumar Dhanuka, 5,600 Equity Shares to Ratanlal Bhalotia, 7,00,000 Equity Shares to Ratanlal Pramod Kumar Bhalotia HUF, 1,06,67,580 Equity Shares to Mayank Marketing 109Date of Number of Face Issue Price Reason for No. of Name of Benefits allotment Equity value per Equity allotment Allotees allottees accrued to Shares per Share (₹) our Company allotted Equity Share (₹) Private Limited 5. Issue of Equity Shares pursuant to schemes of arrangement Our Company has not allotted any Equity Shares pursuant to a scheme of amalgamation approved under Section 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act, 2013. 6. Issue or transfer of Equity Shares under employee stock option schemes The Company does not have any employee stock option schemes under which any equity shares of the Company is granted. Accordingly, no Equity Shares have been issued or transferred by our Company pursuant to the exercise of any employee stock options. 7. Issue of shares at a price lower than the Issue Price in the last year The Issue Price for the Equity Shares is ₹ [●]. Except as disclosed in “History of Paid-up Equity Share capital of our Company” on page 97, our Company has not issued Equity Shares at a price that may be lower than the Issue Price during the last one year preceding the date of this Draft Red Herring Prospectus. 1108. Shareholding Pattern of our Company The table below presents the equity shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus. Category Category of Number of Number of Number Number of Total Shareholding Number of Voting Rights held in each class of Number of Shareholding, Number of Number of Number of (I) shareholder shareholders fully paid- of shares number of as a % of securities (IX) shares as a % locked in shares Shares pledged Equity Shares (II) (III) up Equity Partly underlying shares held total number Underlying assuming full (XII) or otherwise held in Shares paid-up Depository (VII) of shares Outstanding conversion of encumbered dematerialized held (IV) Equity Receipts =(IV)+(V)+ (calculated convertible convertible (XIII) form (XIV) Shares (VI) (VI) as per securities securities ( as held SCRR, a (V) 1957) (VIII) Number of Voting Total as a (including percentage of Number As a Number As a As a % of Rights % of Warrants) diluted share (a) % of (a) % of (A+B+C2) Class: Class: Total (A+B+ C) (X) capital) (XI)= total total Equity Others (VII)+(X) As Shares Shares Shares a held held % of (b) (b) (A+B+C2) (A) Promoters 7 4,83,37,170 NA NA 4,83,37,170 97.84 4,83,37,170 - 4,83,37,170 4,83,37,170 - 4,83,37,170 - - - - 4,83,37,170 and Promoter Group (B) Public 3 10,65,960 NA NA 10,65,960 2.16 10,65,960 - 10,65,960 10,65,960 - 10,65,960 - - - - 10,65,960 (C) Non - - - - - - - - - - - - - - - - - Promoter- Non Public (C1) Shares - - - - - - - - - - - - - - - - - underlying depository receipts (C2) Shares held - - - - - - - - - - - - - - - - - by employee trusts Total 10 4,94,03,130 - - 4,94,03,130 100 4,94,03,130 - 4,94,03,130 4,94,03,130 - 4,94,03,130 - - - - 4,94,03,130 (A+B+C) 1119. Build-up of the Promoter’s shareholding in our Company Set forth below are the details of the build-up of our Promoters shareholding in our Company since incorporation: Date of Number of Face Issue Nature Nature of Cumulative % of Pre- % of allotment/ Equity value Price/C of allotment/ number of Issue Post- acquisition/ Shares per onsider conside transfer Equity capital (₹)* Issue transfer allotted/ Equity ation ration Shares capital transferred Share per (₹) (₹) Equity Share (₹) Pramod Kumar Bhalotia At the time of 5,000 10 10 Cash Subscription to 5,000 0.01 [●] incorporation MOA March 31, 30,540 10 50 Cash Further 35,540 0.06 [●] 2009 Allotment August 06, 20,000 10 10 Cash Transfer from 55,540 0.04 [●] 2012 Mayank Marketing Private Limited September 19, 2,00,000 10 50 Cash Further 2,55,540 0.40 [●] 2012 Allotment May 31, 2018 2,26,800 10 100 Cash Rights Issue 4,82,340 0.46 [●] November 12, 1,35,200 10 10 Cash Transfer from 6,17,540 0.27 [●] 2021 Rajesh Bhalotia November 20, 75,000 10 Gift Other Transfer from 6,92,540 0.15 [●] 2021 than Rajesh Bhalotia Cash November 20, (13,52,00) 10 Gift Other Transfer to Beena 5,57,340 (0.27) [●] 2021 than Bhalotia Cash April 23, 2022 2,00,000 10 Gift Other Transfer from 7,57,340 0.40 [●] than Ratanlal Bhalotia Cash March 21, 1,09,100 10 289 Cash Rights Issue 8,66,440 0.22 [●] 2023 September 30, 51,98,640 10 Nil Other Bonus Issue 60,85,080 10.52 [●] 2024 than Cash December 03, 1,21,30,160 10 Nil Other Bonus Issue 1,81,95,240 24.55 [●] 2024 than Cash Sub-Total 1,81,95,240 36.83 [●] (A) Abhishek Bhalotia April 05, 2017 50,000 10 10 Cash Transfer from 50,000 0.10 [●] Hanuman Distributors Private Limited May 31, 2018 53,400 10 100 Cash Rights Issue 1,03,400 0.11 [●] March 31, 30,000 10 Gift Other Transfer from 1,33,400 0.06 [●] 2021 than Komal Bhalotia Cash March 21, 30,410 10 289 Cash Rights Issue 1,63,810 0.061 [●] 2023 112Date of Number of Face Issue Nature Nature of Cumulative % of Pre- % of allotment/ Equity value Price/C of allotment/ number of Issue Post- acquisition/ Shares per onsider conside transfer Equity capital (₹)* Issue transfer allotted/ Equity ation ration Shares capital transferred Share per (₹) (₹) Equity Share (₹) September 30, 50,000 10 Gift Other Transfer from 2,13,810 0.10 [●] 2023 than Komal Bhalotia Cash September 30, 1,18,460 10 Gift Other Transfer from 3,32,270 0.24 [●] 2023 than Komal Bhalotia Cash September 30, 19,93,620 10 Nil Other Bonus Issue 23,25,890 4.04 [●] 2024 than Cash December 03, 46,51,780 10 Nil Other Bonus Issue 69,77,670 9.42 [●] 2024 than Cash Sub-Total 69,77,670 14.12 [●] (B) Beena Bhalotia November 20, 1,35,200 10 Gift Other Transfer from 1,35,200 0.27 [●] 2021 than Pramod Kumar Cash Bhalotia March 21, 1,10,980 10 289 Cash Rights Issue 2,46,180 0.22 [●] 2023 September 30, 14,77,080 10 Nil Other Bonus Issue 17,23,260 2.99 [●] 2024 than Cash December 03, 34,46,520 10 Nil Other Bonus Issue 51,69,780 6.98 [●] 2024 than Cash Sub-Total 51,69,780 10.46 [●] (C) Mayank Marketing Private Limited May 28 1,20,000 10 10 Cash Transfer from 1,20,000 0.24 [●] , 2010 Right Choice Distributors Private Limited May 28, 2010 1,20,000 10 10 Cash Transfer from 2,40,000 0.24 [●] Hanuman Distributors Private Limited May 28, 2010 1,20,000 10 10 Cash Transfer from 3,60,000 0.28 [●] Salasar Dealcom Private Limited May 28, 2010 1,40,000 10 10 Cash Transfer from 5,00,000 (0.04) [●] Bajrangbali Tradelink Private Limited August 06, (20,000) 10 10 Cash Transfer to 4,80,000 0.52 [●] 2012 Pramod Kumar Bhalotia March 15, 2,60,000 10 50 Cash Further 7,40,000 0.04 [●] 2013 Allotment 113Date of Number of Face Issue Nature Nature of Cumulative % of Pre- % of allotment/ Equity value Price/C of allotment/ number of Issue Post- acquisition/ Shares per onsider conside transfer Equity capital (₹)* Issue transfer allotted/ Equity ation ration Shares capital transferred Share per (₹) (₹) Equity Share (₹) May 31, 2018 21,970 10 100 Cash Rights Issue 7,61,970 9.25 [●] September 30, 45,71,820 10 Nil Other Bonus Issue 53,33,790 9.25 [●] 2024 than Cash December 03, 1,06,67,580 10 Nil Other Bonus Issue 1,60,01,370 21.59 [●] 2024 than Cash Sub-Total (D) 1,60,01,370 32.39 [●] Total 4,63,44,060 93.80 [●] (A+B+C+D) 10. As on the date of the filing of this Draft Red Herring Prospectus, our Company has 10 Shareholders. 11. Major Shareholders Set forth below is a list 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. Name of the Shareholder Number of Equity Shares Percentage of the Equity No. Share capital (%)* 1. Pramod Kumar Bhalotia 1,81,95,240 36.83% 2. Mayank Marketing Private Limited 1,60,01,370 32.39% 3. Abhisehk Bhalotia 69,77,670 14.12% 4. Ratanlal Pramod Kumar Bhalotia (HUF) 10,50,000 2.13% 5. Beena Bhalotia 51,69,780 10.46% 6. Dolly Bhalotia 9,34,710 1.89% 7. Krishna Kumar Dhanuka 8,40,000 1.70% Total 4,91,68,770 99.52% *Rounded off to the closest decimal Set forth below is a list 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. Name of the Shareholder Number of Equity Percentage of the Equity No. Shares Share capital (%)* 1. Pramod Kumar Bhalotia 18,19,5240 36.83% 2. Mayank Marketing Private Limited 1,60,01,370 32.39% 3. Abhisehk Bhalotia 69,77,670 14.12% 4. Ratanlal Pramod Kumar Bhalotia 2.13% (HUF) 10,50,000 5. Beena Bhalotia 51,69,780 10.46% 6. Dolly Bhalotia 9,34,710 1.89% 7. Krishna Kumar Dhanuka 8,40,000 1.70% Total 4,91,68,770 99.52% *Rounded off to the closest decimal 114Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, on a fully diluted basis, as of one year prior to the date of this Draft Red Herring Prospectus. Sr. No. Name of the Shareholder Number of Equity Shares Percentage of the Equity Share capital (%)* 1. Pramod Kumar Bhalotia 8,66,440 36.83% 2. Mayank Marketing Private Limited 7,61,970 32.39% 3. Abhisehk Bhalotia 3,32,270 14.12% 4. Ratanlal Pramod Kumar Bhalotia 50,000 2.13% (HUF) 5. Beena Bhalotia 2,46,180 10.46% 6. Dolly Bhalotia 44,510 1.89% 7. Krishna Kumar Dhanuka 40,000 1.70% Total 23,41,370 99.53% *Rounded off to the closest decimal Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, on a fully diluted basis, as of two years prior to the date of this Draft Red Herring Prospectus. Sr. No. Name of the Shareholder Number of Equity Shares Percentage of the Equity Share capital (%)* 1. Pramod Kumar Bhalotia 7,57,340 36.81% 2. S. MD. Fazlullah Basha 1,19,220 5.79% 3. Mayank Marketing Private Limited 7,61,970 37.03% 4. Abhisehk Bhalotia 1,33,400 6.48% 5. Anjali 50,000 2.43% 6. Ratanlal Pramod Kumar Bhalotia 50,000 2.43% 7. (BHeUenFa) Bhalotia 1,35,200 6.57% 8. Komal Bhalotia 50,000 2.43% Total 20,57,130 99.98% *Rounded off to the closest decimal 12. The aggregate shareholding of the Promoters and Promoter group Sr. No. Name of the Number of Equity Percentage of the Pre- Percentage of the Post- Issue Shareholder Shares Issue Equity Share Equity Share capital (%) capital (%)* Promoters 1. Pramod Kumar 1,81,95,240 36.83% [●] Bhalotia 2. Abhishek 69,77,670 14.12% [●] Bhalotia 3. Beena Bhalotia 51,69,780 10.46% [●] 4. Mayank 1,60,01,370 32.39% [●] Marketing Private Limited Promoter Group 1. Ratanlal Bhalotia 8,400 0.02% [●] 2. Ratanlal Pramod 10,50,000 2.13% [●] Kumar Bhalotia (HUF) 3. Dolly Bhalotia 9,34,710 1.89% Total 4,83,37,170 97.84% [●] *Rounded off to the closest decimal 11513. The number of specified securities purchased or sold by the Promoter Group and/ or by the Directors of our Company and their relatives in the preceding six months. Except as disclosed in “Build-up of the Promoter’s shareholding in our Company” on page 112, neither our Promoters, nor the members of the Promoter Group have purchased or sold any securities of our Company during the period of six months immediately preceding the date of this Draft Red Herring Prospectus. Further, none of the members of the Promoter Group hold Equity Shares in our Company and none of the directors of our Promoters, members of the Promoter Group nor our Directors nor any of their respective relatives have purchased or sold any securities of our Company during the period of six months immediately preceding the date of this Draft Red Herring Prospectus. 14. Details of lock-in of Equity Shares Pramod Kumar Bhalotia, Abhishek Bhalotia, Beena Bhalotia and Mayank Marketing Private Limited are the Promoters of our Company in terms of the SEBI ICDR Regulations and the Companies Act, 2013. Accordingly, in terms of Regulation 14(1) of the SEBI ICDR Regulations, the said Promoters have complied with the requirement of minimum promoter’s contribution in this Issue and in terms of Regulation 16(1)(a) the following Equity Shares are locked in for a period of 18 months pursuant to the Issue. Name Number Date of Natur Face Issue / Percentage Percentage Date up to of of allotment of e of Value Acquisition of the pre- of the post- which Promot Equity Equity Shares transa per price per issue paid- issue paid- Equity ers Shares and when made ction Equity Equity up capital up capital Shares are locked- fully paid-up Share Share (₹) (%) (%)^ subject to in(1)(2) (₹) lock-in [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] Total [●] [●] [●] [●] Note: To be updated at the Prospectus stage and subject to finalization of basis of allotment. All the equity shares were fully paid- up on the respective dates of allotment of such equity shares. All Equity Shares locked-in as part of minimum Promoters’ contribution above will be subject to lock-in until the date falling eighteen months from the date of Allotment in the Issue. The shareholding of the Promoters in excess of 20% of the fully diluted post-Issue Equity Share capital shall be locked in for a period of six (6) months from the date of Allotment in the initial public issue. Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of Promoter’s contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In this connection, it is confirmed that: The Equity Shares issued for Promoter’s contribution do not include (i) Equity Shares acquired in the three immediately preceding years for consideration other than cash and revaluation of assets or capitalisation of intangible assets was involved in such transaction, (ii) Equity Shares resulting from bonus issue by utilisation of revaluation reserves or unrealised profits of our Company or bonus shares issued against Equity Shares, which are otherwise ineligible for computation of minimum Promoter’s contribution. The minimum Promoter’s contribution does not include any Equity Shares acquired during the immediately preceding one year at a price lower than the price at which the Equity Shares are being issued to the public in the Issue. As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters is pledged. All the Equity Shares held by our Promoters are in dematerialised form. Further, our Company has not been formed by conversion of a partnership firm or a limited liability 116partnership firm into a company and hence, no Equity Shares have been issued in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a partnership firm or limited liability partnership. In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Issue equity share capital of our Company will be locked-in for a period of six months from the date of Allotment in the Issue, except: (a) the Promoters’ contribution and any Equity Shares held by our Promoters in excess of Promoters’ contribution which shall be locked in for eighteen months (18) and six months (6) in term of Regulation 17 of ICDR Regulations. In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be transferred to the other Promoters or any member of our Promoter Group or a new promoter, subject to continuation of lock-in applicable with the transferee for the remaining period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and compliance with provisions of the Takeover Regulations. Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons (other than our Promoters) prior to the Issue and locked-in for a period of six (6) months, may be transferred to any other person holding Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject to the continuation of the lock-in with the transferee for the remaining period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and compliance with the provisions of the Takeover Regulations. As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant Depository. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors and 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. There shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to the Anchor Investors from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to the Anchor Investors from the date of Allotment. Except for the allotment of Equity Shares pursuant to the Issue, our Company presently does not intend or propose to alter its capital structure for a period of six months from the Issue Opening Date, by way of split or consolidation of the denomination of Equity Shares, or by way of further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares), whether on a preferential basis, or by way of issue of bonus shares, or on a rights basis, or by way of further public issue of Equity Shares, or otherwise. However, if our Company enters into acquisitions, joint ventures or other arrangements, our Company may, subject to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as currency for acquisitions or participation in such joint ventures. There will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from filing of this Draft Red Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or all application moneys have been refunded to the Investors, or the application moneys are unblocked in the ASBA Accounts on account of non-listing, undersubscription etc., as the case may be. Our Company, our Directors and the Book Running Lead Manager have no existing buy-back arrangements or any other similar arrangements for the purchase of Equity Shares being offered through the Issue. All Equity Shares offered pursuant to the Issue shall be fully paid-up at the time of Allotment and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus. Further, our 117Promoters have not pledged any of the Equity Shares that they hold in our Company. As on the date of this Draft Red Herring Prospectus, the Book Running Lead Manager and their respective associates (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company. Further, none of the Shareholders, the Company, its Promoters, its Directors, its Key Managerial Personnel and Senior Management or members of its Promoter Group are directly/indirectly related with the Book Running Lead Manager and their associates. The Book Running Lead Manager and their affiliates may engage in the transactions with and perform services for our Company in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company for which they may in the future receive customary compensation. There are no outstanding convertible securities, options or rights to convert debentures, loans or other instruments into Equity Shares as on the date of this Draft Red Herring Prospectus. No person connected with the Issue, including, but not limited to, the Book Running Lead Manager, the members of the Syndicate, our Company and Directors shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Investor for making an Application. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 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 Allotted pursuant to the Issue shall be fully paid- up at the time of Allotment. Except as stated in Risk Factors – “There may have been certain instances of irregularities, discrepancies and non-compliances with respect to certain corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory actions and penalties” on page 49, our Company is in compliance with the Companies Act, 2013, to the extent applicable, with respect to issuance of Equity Shares from the date of incorporation of our Company till the date of filing of this Draft Red Herring Prospectus. Our Company shall ensure that all transactions in securities by the promoter and promoter group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions. 118OBJECTS OF THE ISSUE The Issue comprises of the Fresh Issue of upto 2,00,00,000 Equity Shares, aggregating to ₹ [=] lakhs by our Company. The proceeds of the Issue, after deducting the Issue related expenses, are estimated to be ₹ [●] lakhs (“Net Proceeds) Objects of the Fresh Issue Our Company proposes to utilize the Net Proceeds from the Fresh Issue towards funding the following objects: 1. Repayment/prepayment, in full or part, of certain borrowings availed of by our Company; 2. Funding of working capital requirements of the Company; and 3. General corporate purposes. (collectively, referred to herein as the “Objects”) The main objects and objects incidental and ancillary to the main objects as set out in the Memorandum of Association enables (i) to undertake our existing business activities; (ii) to undertake the activities proposed to be funded from the Net Proceeds and (iii) and to undertake the activities towards which the loans proposed to be repaid from the Net Proceeds were utilised. In addition, we expect to achieve the benefits of listing of the Equity Shares on the Stock Exchanges, including enhancing our visibility and our brand image among our existing and potential customers and creation of a public market for our Equity Shares in India. Net Proceeds The following table sets forth details of the Net Proceeds: Particulars Estimated Amount (₹ in lakhs)(2) Gross Proceeds from the Issue (A) [●] Less: Issue Related Expenses to be borne by our Company(1) (B) [●] Net proceeds from the Fresh Issue after deducting the Issue related expenses to be borne [●] by our Company (“Net Proceeds”) (A-B) (1) For details with respect to sharing of fees and expenses amongst our Company, please refer to the heading “Objects of the Issue - Issue Related Expenses” at page 128. (2) Subject to finalisation of Basis of Allotment Utilisation of Net Proceeds The following table sets forth details of the proposed utilisation of the Net Proceeds: (₹ in lakhs) Particulars Estimated Amount Repayment/prepayment, in full or part, of certain borrowings availed of by our Upto 4323.02 Company Funding of working capital requirements of the Company Upto 7600.00 General corporate purposes* [●] Net Proceeds [●] *To be finalised upon determination of Issue Price and updated in the Prospectus prior to filing with the RoC. The amount to be utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds. Proposed schedule of implementation and deployment of Net Proceeds We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and deployment of funds as set forth in the table below: 119(₹ in lakhs) Particulars Amount to be funded Estimated amount to be from Net Proceeds deployed from the Net Proceeds in Fiscal 2027 Repayment/prepayment, in full or part, of certain Upto 4,323.02 Upto 4,323.02 borrowings availed of by our Company Funding of working capital requirements of the Upto 7,600.00 Upto 7,600.00 Company General corporate purposes (1) [●] [●] Net Proceeds (1) [●] [●] (1)To be finalised upon determination of Issue Price and updated in the Prospectus prior to filing with the RoC. The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds. The above stated fund requirements, deployment of funds and the intended use of the Net Proceeds as described in this Draft Red Herring Prospectus are based on our current business plan, management estimates, prevailing market conditions and other commercial considerations. However, such fund requirements and deployment of funds have not been appraised by any external agency or any bank or financial institution or any other independent agency. For further information on factors that may affect our internal management estimates, see “Risk Factors - Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and our management will have broad discretion over the use of the Net Proceeds.” on page 68 of this Draft Red Herring Prospectus. We may have to revise our funding requirements and deployment on account of a variety of factors such as our financial and market condition, our business and growth strategies, our ability to identify and implement inorganic growth initiatives (including investments and acquisitions), competitive landscape, general factors affecting our results of operations, financial condition and access to capital and other external factors such as changes in the business environment or regulatory climate and interest, which may not be within the control of our management. This may entail rescheduling the proposed utilisation of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion of our management, subject to compliance with applicable law. See “Risk Factors – Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and our management will have broad discretion over the use of the Net Proceeds.” on page 68 of this Draft Red Herring Prospectus. Our Company proposes to deploy the entire Net Proceeds towards the Objects in the manner as specified and as per the schedule provided in the table above. In the event that the estimated utilization is not completed as per the aforementioned schedule, due to the reasons stated above, such funds shall be utilised in the next Fiscals, as may be determined by our Company, in accordance with applicable law. Depending upon such factors, we may have to reduce or extend the utilisation period for any of the stated Objects beyond the estimated time period, at the discretion of our management, in accordance with applicable law. Further, such factors could also require us to advance the utilisation before the scheduled deployment as disclosed above towards any particular or all Objects. Any such change in our plans may require rescheduling of our expenditure programs and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds. In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by our internal accruals, additional equity and/or debt arrangements, as required. Subject to compliance with applicable laws, if the actual utilisation towards any of the Objects, including issue related expenses is lower than the proposed deployment such balance will be used for funding other existing Objects, if necessary and/or 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 the SEBI ICDR Regulations. DETAILS OF THE OBJECTS OF THE ISSUE 1. Repayment/prepayment, in full or part, of certain borrowings availed of by our Company Our Company has entered into various financing arrangements with banks and financial institutions, which include term loans, working capital facilities, including fund based and non-fund based borrowings. For details of our Company’s outstanding financial indebtedness, see ‘Financial 120Indebtedness’ on page 337. As on August 18, 2025 our Company had sanctioned facilities aggregating to ₹41993.66 lakhs and outstanding facilities as on August 18, 2025 aggregating to ₹ 29,151.41 lakhs. Our Company proposes to utilise an estimated amount of ₹ 4323.02 lakhs from the Net Proceeds towards full or partial repayment or pre-payment of certain borrowings availed by our Company. Given the nature of these borrowings and the terms of repayment or pre-payment, the aggregate outstanding amounts under these borrowings may vary from time to time and our Company may, in accordance with the relevant repayment schedule, repay or refinance some of their existing borrowings or avail of additional credit facilities. If at the time of the Red Herring Prospectus, any of the below-mentioned loans are repaid in part or full or refinanced or if any additional credit facilities are availed or drawn down or if the limits under the working capital borrowings are increased, then our Company may utilise the Net Proceeds for part or full pre- payment / repayment of any such refinanced facilities or repayment of any additional facilities obtained by our Company and details of such borrowings will be included in the Red Herring Prospectus. However, the aggregate amount to be utilised from the Net Proceeds towards repayment or pre-payment of certain of our borrowings (including refinanced or additional facilities availed, if any), in part or full, would not exceed ₹4323.02 lakhs. We believe that such repayment/ pre-payment will help reduce our Company’s outstanding indebtedness and debt servicing costs and enable utilisation of our Company’s internal accruals for further investment in our Company’s business growth and expansion. Additionally, our Company believes that the leverage capacity of our Company will improve its ability to raise further resources in the future to fund potential business development opportunities and plans to grow and expand our business. The selection of borrowings proposed to be repaid/ prepaid out of the borrowings provided below, shall be based on various factors including (i) cost of the borrowings to our Company, including applicable interest rates, (ii) any conditions attached to the borrowings restricting our Company’s ability to prepay the borrowings and time taken to fulfil such requirements, (ii) receipt of consents for prepayment or waiver from any conditions attached to such prepayment from our respective lenders, prior to completion of the Issue; (iii) terms and conditions of such consents and waivers, (iv) levy of any prepayment penalties and the quantum thereof, (v) provisions of any law, rules, regulations governing such borrowings, and (vi) other commercial considerations including, among others, the amount of the loan outstanding and the remaining tenor of the loan. The following table provides details of certain of the borrowings availed by our Company, which are currently proposed to be fully or partially repaid (earlier or scheduled) or pre-paid from the Net Proceeds*: 121(Amount Rs. In lakhs) Sr. Name of Name of the Nature of Date of Date of Sanctioned Outstandin Amount Interest Repayment Prepayment Purpose Percentage No the lender* borrower(1) borrowing Sanction disbursemen amount*(1) g amount as propose rate@ schedule* penalty / for which of loan . (1) * (1) t of loan on 18-08- d to be (1) (1) premium disbursed proposed 2025(1) repaid and loan to be from the conditions* amount repaid vis- Net (1) was à-vis total Proceeds sanctioned loan and outstandin utilized# g (1) HDFC RK Steel Term Loan 06-01-2022 12-01-2022 2440.00 864.17 864.17 9.25 60.00 NIL ECGL 100 BANK Manufacturing months 1 LIMITED Company Limited HDFC RK Steel Term Loan 06-01-2022 17-01-2022 1220.00 737.08 737.08 9.25 72.00 NIL ECGL 100 BANK Manufacturing months 2 LIMITED Company Limited HDFC RK Steel Term Loan 10-12-2021 29-12-2021 1000.00 300.00 300.00 9.9 60.00 NIL CAPEX 100 BANK Manufacturing months 3 LIMITED Company Limited HDFC RK Steel Term Loan 10-12-2021 29-12-2021 563.50 113.07 113.07 9.9 60.00 NIL CAPEX 100 BANK Manufacturing months 4 LIMITED Company Limited HDFC RK Steel Term Loan 30-11-2022 31-01-2023 2500.00 619.15 619.15 9.06 60.00 NIL Solar Plant 100 BANK Manufacturing months 5 LIMITED Company Limited HDFC RK Steel Term Loan 30-11-2022 02-03-2023 937.50 937.50 9.06 60.00 NIL Solar Plant 100 BANK Manufacturing months 6 LIMITED Company Limited HDFC RK Steel Term Loan 10-05-2024 20-05-2024 1500.00 355.06 355.06 7.91 55.00 NIL CAPEX 100 BANK Manufacturing months 7 LIMITED Company Limited HDFC RK Steel Term Loan 10-05-2024 09-10-2024 358.90 358.90 7.91 50.00 NIL CAPEX 100 BANK Manufacturing months 8 LIMITED Company Limited 9 HDFC RK Steel Term Loan 10-05-2024 31-12-2024 38.09 38.09 7.91 47.00 NIL CAPEX 100 122Sr. Name of Name of the Nature of Date of Date of Sanctioned Outstandin Amount Interest Repayment Prepayment Purpose Percentage No the lender* borrower(1) borrowing Sanction disbursemen amount*(1) g amount as propose rate@ schedule* penalty / for which of loan . (1) * (1) t of loan on 18-08- d to be (1) (1) premium disbursed proposed 2025(1) repaid and loan to be from the conditions* amount repaid vis- Net (1) was à-vis total Proceeds sanctioned loan and outstandin utilized# g (1) BANK Manufacturing months LIMITED Company Limited Total 4323.02 4323.02 (1) As certified by Mahesh C Solanki & Co., Chartered Accountants pursuant to their certificate dated September 19, 2025. *The details as indicated above is as per the sanction letter / credit arrangement letter of the respective loans. @ The details as indicated above is as per the sanction letter / credit arrangement letter of the respective loans / confirmation from financial institution on rate of interest. # The utilisation of the proceeds of the specified loans as listed above, has been towards the purpose availed for, as per sanction letter / credit arrangement letter / master facility agreement of the respective loans. [Remainder of the page intentionally left blank] 123In compliance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, the Statutory Auditors pursuant to their certificate dated September 19, 2025, have certified the utilization of the above-mentioned borrowings for the purposes such borrowings were availed for. (For further information on the terms and conditions of these financing arrangements, see “Financial Indebtedness” beginning on page 337. For the purposes of the Issue, our Company has obtained the necessary consent from our lenders as is required under the relevant facility documents for undertaking activities in relation to the Issue, including any consequent actions. Given the nature of these borrowings and the terms of prepayment, the aggregate outstanding amounts may vary from time to time and our Company may, in accordance with the relevant repayment schedule, repay or refinance some of its existing borrowings prior to Allotment. In light of the above, post filing of this Draft Red Herring Prospectus, any of the abovementioned loans or facilities may be repaid, in part or full, or refinanced. Further, we may be subject to the levy of pre-payment penalties or premiums, depending on the facility being repaid/prepaid, the conditions specified in the relevant documents governing such credit facility and the amount outstanding/being pre-paid/repaid, as applicable. In the event that there are any prepayment penalties required to be paid under the terms of the relevant financing arrangements, the amount of such prepayment penalties shall be paid by us out of our internal accruals. We will take such provisions also into consideration while deciding repayment and/ or pre-payment of loans from the Net Proceeds. In addition to the above, we may, from time to time, enter into further financing arrangements and draw down funds thereunder. In such cases or in case any of the above loans are prepaid, repaid, redeemed (earlier or scheduled), refinanced or further drawn down prior to the completion of the Issue, we may utilise Net Proceeds towards prepayment, repayment or redemption (earlier or scheduled) of such additional indebtedness availed by us. 2. Funding working capital requirements of our Company We propose to utilize upto ₹ 7600.00 lakhs from the Net Proceeds towards funding our Company’s working capital requirements. We have significant working capital requirements, and we fund our working capital requirements in the ordinary course of business from our internal accruals and financing facilities from various financial institutions. Our Company requires additional long-term working capital for funding future growth requirements of our Company and for other corporate purposes. We require working capital to manage day-to-day operations and support our business growth. Efficient management of working capital is critical for us to maintain operational liquidity, capitalize on growth opportunities, and meet its financial obligations seamlessly. With the growth in our business operations, there will be a need for additional working capital requirements in the Company. We fund a majority of our working capital requirements in the ordinary course of business through internal accruals and financing facilities obtained from various financial institutions. We propose to utilize up to ₹ 7600.00 lakhs from the Net Proceeds towards funding the incremental working capital requirements of our Company. We require working capital to manage day-to-day operations, support business growth, maintain operational liquidity, capitalize on growth opportunities, and meet financial obligations seamlessly. Efficient management of working capital is critical for sustaining business momentum. Over the past fiscals, our Company’s working capital requirements have grown in line with our strategic initiatives to expand market reach, enhance profitability, and deepen customer relationships. Basis of estimation of incremental working capital requirement The estimates of the long-term working capital requirements for the Fiscal 2026 and Fiscal 2027 have been prepared based on the management estimates of future financial performance. The projection has been prepared using set of assumptions that include assumptions about future events and management’s action that are not necessarily expected to occur. On the basis of existing and estimated working capital requirement of our Company on a standalone basis, and assumptions for such working capital 124requirements, the Board has pursuant to its resolution dated September 19, 2025 has approved the estimated working capital requirements for Fiscal 2026 and Fiscal 2027 the proposed funding of such working capital requirements as set forth below: Existing Working Capital (Amount Rs. In lakhs) Fiscal 2023 Fiscal 2024 Fiscal 2025 Particulars (Restated) (Restated) (Restated) Current Assets Inventories 12,997.69 14,633.61 20,907.49 Trade receivables 8,127.09 9,438.46 15,899.98 Other current financial assets 85.35 127.96 148.94 Current tax Assets (Net) - 172.22 188.58 Other current assets 3,815.85 1,151.30 2,245.73 Total Current Assets (A) 25,025.98 25,523.55 39,390.72 Current Liabilities - Trade payables 2,360.08 688.66 5,967.40 Other current financial 730.44 482.54 551.17 liabilities Other current liabilities 131.27 291.06 81.97 Short-term provisions 50.81 70.91 36.86 Current tax liabilities (net) 298.48 - - Total Current Liabilities (B) 3,571.08 1,533.17 6,637.40 Total Working Capital Gap 21,454.90 23,990.38 32,753.32 (A) –(B) Net Working Capital Gap 21,454.90 23,990.38 32,753.32 Sources of Finance Borrowings 19,222.30 22,995.46 31,168.57 Total Equity/ Internal Accruals 2,232.60 994.92 1,584.75 IPO Proceeds - - - Estimated Working Capital Requirement (Amount Rs. In lakhs) Particulars Fiscal 2026 Fiscal 2027 (Projected) (Projected) Current Assets Inventories 21,832.24 28,600.64 Trade receivables 16,027.40 26,000.00 Other current financial assets 150.00 180.00 Current tax Assets (Net) 200.00 247.41 Other current assets 2,000.00 1,833.20 Total Current Assets (A) 40,209.64 56,861.25 Current Liabilities Trade payables 3,530.41 7,980.63 Other current financial liabilities 600.00 623.20 Other current liabilities 225.85 110.00 Short-term provisions 1,222.51 2,131.40 Current tax liabilities (net) - - Total Current Liabilities (B) 5,578.77 10,845.23 125Particulars Fiscal 2026 Fiscal 2027 (Projected) (Projected) Total Working Capital Requirement (A)- 34,630.87 46,016.02 (B) Net Working Capital Gap 34,630.87 46,016.02 Sources of Finance Borrowings for working capital requirements 33,671.35 30,499.65 Internal Accruals 959.52 7,916.37 Proceeds from the Issue - 7,600.00 As Certified by Statutory Auditors, pursuant to their certificate dated September 19, 2025 Rationale for increase in working capital: The increase in working capital is primarily attributable to higher inventory levels and an elongated debtor collection cycle, both of which are directly linked to the Company’s business growth. Inventory has increased in line with the expansion of operations and the need to maintain adequate stock to support higher sales volumes and meet anticipated demand. Trade receivables have also risen due to extended credit provided to customers, consistent with industry practices and necessary to support the growing scale of business. Consequently, higher funds have been deployed in current assets, resulting in an overall increase in working capital requirements. This increase reflects the Company’s growth trajectory and is aligned with its strategy of expanding operations while ensuring adequate support for revenue generation. The table below contains the details of the holding levels (in number of days or relevant matrix as applicable) considered and is derived from the Working Capital Financial Statements for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and assumptions based on which the working plan projections has been made and approved by the Board of Directors: Particulars Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Fiscal 2027 (Restated) (Restated) (Restated) (Projected) (Projected) Current Assets Trade receivables 36 31 40 45 50 Inventory 45 49 57 60 60 Current liabilities Trade payables 11 6 11 15 15 Working capital days 70 74 86 90 95 As Certified by Statutory Auditors, pursuant to their certificate dated September 19, 2025 Key Assumptions and Justifications: S. Particulars Assumptions No. 1 Trade The company has demonstrated effective management of trade receivables over Receivables the past few years, reflecting prudent credit and collection practices. In FY23, debtor days stood at 36 days, which further improved to 31 days in FY24, indicating stronger efficiency in receivables management. However, in FY25, debtor days increased to 40 days, primarily due to strategic adjustments in the company’s credit policy aimed at aligning with evolving market dynamics and supporting customer relationships. Looking ahead, the company has projected debtor days of 45 and 50 days, suggesting a calibrated approach to providing greater flexibility to customers while ensuring sustainable cash flow management. This approach highlights the company’s ability to balance growth opportunities with financial discipline, maintaining a healthy receivables cycle that can adapt to changing business conditions. 2 Inventory The company has maintained consistent inventory levels over the past three 126S. Particulars Assumptions No. years, reflecting effective supply chain and working capital management. The average inventory holding period stood at 45 days in FY23, increased slightly to 49 days in FY24, and further to 57 days in FY25. This gradual increase indicates a conscious decision to maintain higher stock levels, possibly to support growing sales volumes, manage raw material availability, or mitigate supply-side uncertainties. Despite the upward trend, the company’s overall inventory cycle remains within an efficient range when compared to industry benchmarks. Looking ahead, the company has projected inventory levels of around 60 days, suggesting a balanced approach between ensuring uninterrupted production and controlling capital tied up in stock. This stable outlook highlights management’s focus on operational flexibility while sustaining long-term efficiency. 3 Trade Payables The company has maintained a disciplined approach in managing its trade payables over the past three years. In FY23, the average payable period stood at 11 days, which shortened to 6 days in FY24, before normalizing back to 11 days in FY25. These year-on-year changes primarily reflect adjustments in the company’s payment cycles, influenced by supplier terms and operational requirements. Despite the temporary fluctuation, the company’s payable management remains consistent with its strategy of honouring commitments on time while ensuring efficient working capital utilization. Going forward, the company projects its trade payables to remain stable at around 15 days in FY26 and FY27, indicating a steady and balanced relationship with suppliers. This stability underscores management’s emphasis on sustaining credibility with stakeholders while aligning payment cycles to operational needs. 3. General Corporate Purposes Our Company proposes to deploy the balance of the Net Proceeds aggregating ₹ [●] lakhs towards general corporate purposes and subject to such utilization not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations. The general corporate purposes for which we propose to utilise the Net Proceeds include expenses towards strategic initiatives, funding growth opportunities, strengthening marketing capabilities and brand building exercises, general corporate contingencies, acquisition affixed assets, capital expenditure, business development initiatives and as approved periodically by our Board or a duly constituted committee thereof from to time, subject to compliance with applicable law, including the necessary provisions of the Companies Act. The quantum of utilization of funds towards each of the above purposes will be determined by our Board based on the permissible amount actually available under the head ‘General Corporate Purposes’ 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 our Company is unable to utilise the entire amount that is currently estimated for use out of Net Proceeds in a Fiscal, our Company will utilise such unutilised amount in the next Fiscal. Bridge Financing Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds. Means of Finance The entire requirements of the objects detailed above are intended to be funded from the Net Proceeds and internal accruals. Accordingly, we confirm that there is no need for us to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue under Regulation 7(1)(e) of the SEBI ICDR Regulations and Paragraph 9(C)(1) of Part A of Schedule VI of the SEBI ICDR Regulations. Subject to applicable laws, 127in case of a shortfall in the Net Proceeds or any increase in the actual utilisation of funds earmarked for the Objects, our Company may explore a range of options including utilizing our internal accruals and/or seeking additional debt from existing and/or other lender. Issue Related Expenses The total expenses of the Issue are estimated to be approximately ₹[●] lakhs. The expenses of this issue include, among others, underwriting and management fees, printing and distribution expense, advertisement expenses, legal fees and listing fees. The estimated issue expenses are as under: Expenses* Estimated As a % of the As a % of expense* total the total (₹ in lakhs) estimated Issue Size Issue expenses Fees payable to the BRLM [●] [●] [●] Commission/processing fee for SCSBs, Sponsor [●] [●] [●] Bank(s) and Bankers to the Issue and fee payable to the Sponsor Bank for Bids made by RIBs. Brokerage, underwriting commission and selling commission and bidding charges for Members of the Syndicate, Registered Brokers, CRTAs and CDP(1)(2)(3)(4) Advertising and marketing expenses [●] [●] [●] Fee payable to auditors, consultants, Advisors to the [●] [●] [●] Company and market research firms, commissions (including underwriting commission, brokerage and selling commission). Fees to regulators, including Stock Exchanges [●] [●] [●] Others [●] [●] [●] (i) Listing fees, SEBI, BSE and NSE processing fees, book building software fees and other regulatory expenses; (ii) Printing and distribution of stationery; (iii) Fees payable to the Registrar to the Issue; (iv) Fees payable to legal counsel; (v) Monitoring Agency; and (vi) Miscellaneous. Total estimated Issue expenses [●] [●] [●] *Issue expenses excludes applicable taxes, where applicable. Issue expenses will be incorporated at the time of filing of the Prospectus. Issue expenses are estimates and are subject to change (1) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders, which are directly procured by the SCSBs, would be as follows: Portion for Retail Individual Bidders* [●] % of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes) * Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price. Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE No processing fees/uploading charges shall be payable by our Company to the SCSBs on the applications directly procured by them. SCSBs will be entitled to a processing fee for processing the ASBA Form procured by the members of the Syndicate (including their sub-syndicate members), CRTAs or CDPs from Retail Individual Investors and Non-Institutional Bidders and submitted to the SCSBs for blocking as follows: Portion for Retail Individual Bidders* ₹[●] per valid ASBA Forms (plus applicable taxes) Portion for Non-Institutional Bidders* ₹[●] per valid ASBA Forms (plus applicable taxes) *Based on valid ASBA Forms 128(2) The processing fees for applications made by UPI Bidders using the UPI Mechanism would be as follows: Sponsor Bank will be entitled to processing fee of ₹[●] per valid ASBA Form for Bids made by RIIs using the UPI Mechanism. The Sponsor Bank shall be responsible for making payments to third parties such as the remitter bank, NPCI and such other parties as required in connection with the performance of its duties under applicable SEBI circulars, amendments, the Syndicate Agreement and other applicable laws (3) Brokerage, selling commission on the portion for UPI Bidders (using the UPI Mechanism), RIIs and NIIs which are procured by the members of the Syndicate (including their sub-syndicate members), CRTAs, CDPs, RTAs or for using 3-in1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their sub-syndicate members) would be as follows: Portion for Retail Individual Bidders* [●]% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes) *Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price The selling commission payable to the Syndicate/ sub-syndicate members will be determined on the basis of the application form number / series, provided that the application is also bid by the respective Syndicate / sub-syndicate member. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate/ sub-syndicate member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate/ sub-syndicate member. The payment of selling commission payable to the sub-brokers / agents of sub-syndicate members are to be handled directly by the respective sub-syndicate member. The selling commission payable to the CRTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE or NSE. Uploading charges/ processing charges of ₹[●]/- per valid application (plus applicable taxes) are applicable only in case of bid uploaded by the members of the Syndicate, CRTAs and CDPs: • for applications made by Retail Individual Investors using the UPI Mechanism Uploading Charges/ Processing Charges of ₹[●]/- per valid application (plus applicable taxes) are applicable only in case of bid uploaded by the members of the Syndicate, CRTAs and CDPs: • for applications made by Retail Individual Investors using 3-in-1 type accounts • for Non-Institutional Investor Bids using Syndicate ASBA mechanism / using 3- in -1 type accounts, (4) Selling commission/Bid uploading charges payable to the registered brokers on the portion for Retail Individual Investors and Non-Institutional Investors which are directly procured by the Registered Brokers and submitted to SCSB for processing would be as follows: Portion for Retail Individual Investors and Non-Institutional Investors: ₹[●]/- per valid ASBA Form (plus applicable taxes) based on valid applications. The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI Master Circular no. SEBI/HO/MIRSD/POD- 1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable). Interim Use of Funds Our Company, in accordance with the policies established by the Board from time to time, will have flexibility to deploy the Net Proceeds. Pending utilization of the Issue Proceeds for the Objects of the Issue described above, our Company shall deposit the funds only with one or more Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act, 1934. No lien in any manner shall be created on the Net Proceeds till such Net Proceeds are utilised towards the Objects of the issue. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilisation of the proceeds of the issue as described above, it shall not use the funds from the issue Proceeds for any investment in equity and/or real estate products and/or equity linked and/or real estate linked products. Appraising agency None of the objects of the issue for which the Net Proceeds will be utilized have been appraised by any bank, financial institution, or any other agency. Monitoring of utilization of funds Our Company has appointed [=] as the monitoring agency in accordance with Regulation 41 of the SEBI ICDR 129Regulations. Our Board and the monitoring agency will monitor the utilisation of the Net Proceeds, and submit the report required under Regulation 41(2) of the SEBI ICDR Regulations. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Net Proceeds. 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 Net Proceeds, including interim use, under a separate head in our balance sheet for such fiscal periods 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 Net Proceeds have been utilised. Our Company will also, in its balance sheet for the applicable fiscal periods, provide details, if any, for any amounts that have not been utilised. Our Company will indicate investments, if any, of unutilised Net Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges. Pursuant to Regulation 18(3) and Regulation 32(3) of the Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee the uses and applications of the Net Proceeds. Further, in terms of Regulation 32(6) of the Listing Regulations, our Company is required to submit to the Stock Exchange for any comments or report received from the Monitoring Agency, within 45 days from the end of each quarter. The Audit Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time as the Net Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in full. The statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with Regulation 32(1) of the Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds of the Issue from the objects of the Issue as stated above; and (ii) details of category wise variations in the actual utilisation of the proceeds of the Issue from the objects of the Issue as stated above. The explanation for such variation (if any) will be included in our Director’s report, after placing the same before the Audit Committee. Variation in Objects In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary the Objects of the Issue without our Company being authorized to do so by the Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered Office is situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary the Objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard. Other Confirmations No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, the Directors, Associates, Key Management Personnel, Senior Management Personnel or Group Companies, except in the normal course of business and in compliance with the applicable law. There are no material existing or anticipated transactions in relation to the utilisation of the Net Proceeds entered into or to be entered into by our Company with our Promoters, Promoter Group, Directors, Key Managerial Personnel and/or Senior Management Personnel. 130BASIS FOR THE ISSUE PRICE The Price Band and the Issue Price will be determined by our Company in consultation with the BRLM, 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, in compliance with the SEBI ICDR Regulations. The face value of the Equity Shares is ₹10 each and the Issue Price is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band. Investors should also refer to the “Risk Factors”, “Summary of Financial Information”, “Our Business”, “Restated Financial Statement” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages , 37, 83, 203, 271 and 354, respectively, to have an informed view before making an investment decision. Qualitative Factors Some of the qualitative factors and our strengths which form the basis for computing the Issue Price are: 1) Established presence and proven track record; 2) Strong financial performance; and 3) Experienced Promoters and Strong Senior Management Expertise. For details, see “Our Business – Our Competitive Strengths” on page 207. Quantitative Factors Some of the information presented below, relating to us, is derived from the Restated Financial Statement. For details, see “Restated Financial Statement” and “Other Financial Information” on pages 271 and 335, respectively. Some of the quantitative factors which may form the basis for computing the Issue Price are as follows: 1. Basic and Diluted Earnings Per Share (“EPS”): Year Ended Basic EPS and Diluted Weights EPS** (Post-Bonus) March 31, 2025 2.21 3 March 31, 2024 4.60 2 March 31, 2023 4.47 1 Weighted Average 3.38 Notes: 1. The figures disclosed above are derived from the Restated Ind AS Summary Statements of the Company 2. The ratios have been computed as below: Basic & Diluted earnings per share = Restated Net profit after tax / weighted average number of shares outstanding during the year. 3. Basic and diluted earnings per Equity Share are computed in accordance with Indian Accounting Standard 33 ‘Earnings per Share’, notified accounting standard by the Companies (Indian Accounting Standards) Rules of 2015 (as amended). 4. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the period adjusted by the number of Equity Shares issued during the period multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during the period. 5. No. of outstanding equity is further adjusted as per the bonus shares issued by the Company and split of the face value of equity shares. 6. The above statement should be read with significant accounting policies and notes on Restated Financial Statements as appearing in the Restated Financial Statements 1312. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share: Particulars P/E at the Floor Price (no. P/E at the Cap Price (no. of times) of times) Based on basic and diluted EPS for the year [●] [●] ended March 31, 2025 3. Industry P/E ratio Based on the peer group information (excluding our Company) given below in this section: Particulars Industry P/E (no. of Name of the peer Face value per equity shares times) company (₹) Highest 30.50 Hi-Tech Pipes Limited 1 Lowest 18.33 Surya Roshni Limited 5 Average 25.48 Note: es: 1) The industry high and low has been considered from the listed industry peer set provided later or Fiscal 2025. 2) The industry composite has been calculated as the arithmetic average P/E of the listed industry peer set disclosed in this section. 3) P/E Ratio for the listed industry peers has been computed based on the closing market price September 19, 2025 of equity shares on NSE, divided by the Diluted EPS. 4) All the financial information for listed industry peers mentioned above is on an audited consolidated basis and sourced from the audited financial statements of the relevant companies for Fiscal 2025, as available on the websites of the Stock Exchanges. 4. Return on Net worth (RoNW) Return on Net Worth (RoNW) derived from the Restated Financial Statement: Year Ended RONW (%) Weight March 31, 2025 9.04% 3 March 31, 2024 20.68% 2 March 31, 2023 22.84% 1 Weighted Average 15.22% Note: 1) Net worth attributable to the Equity Shareholders of our Company has been defined as the average aggregate value of the paid-up equity share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, including legal reserve and after deducting, if any the aggregate value of the accumulated losses, prepaid expenses, deferred expenditure and miscellaneous expenditure not written off as per the Restated Financial Statement, but does not include reserves created out of revaluation of assets and write-back of depreciation as on March 31, 2023, March 31, 2024, March 31, 2025 in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended. (2) Return on Net worth attributable to the Equity Shareholders of our Company (%) = Restated net profit for the period/year attributable to Equity Shareholders of our Company / Restated Net worth attributable to the Equity Shareholders of our Company as at the end of the period/year. Return on Net worth attributable to the Equity Shareholders of the company is a non-GAAP measure. (3) Weighted average = Aggregate of year-wise weighted Return on Net worth attributable to the Equity Shareholders of our Company divided by the aggregate of weights i.e. (Return on Net worth attributable to the Equity Shareholders of our Company x Weight) for each period/year / Total of weights (4) The figures disclosed above are derived from the Restated Financial Statement of our Company 5. Net Asset Value per Equity Share of face value of ₹10 each, as adjusted (NAV)(i) Particulars (₹) As on March 31, 2025 24.43 As on March 31, 2024 22.23 As on March 31, 2023 17.62 After the Issue (ii) - At Floor Price [●] 132Particulars (₹) - At Cap Price [●] Issue Price per equity share [●] Notes: (i) Net Asset Value per Equity Share is calculated as net worth attributable to the Equity Shareholders of our Company as at the end of financial period/year divided by the number of Equity Shares used in calculating basic earnings per share. “Net Worth attributable to the Equity Shareholders of our Company” means the aggregate value of the paid-up equity share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, including legal reserve and after deducting, if any the aggregate value of the accumulated losses, prepaid expenses, deferred expenditure and miscellaneous expenditure not written off as per the Restated Financial Statement, but does not include reserves created out of revaluation of assets and write-back of depreciation as on March 31, 2023, March 31, 2024, March 31, 2025 in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended. It also excludes OCI, NCI and deeply subordinate debt. (ii) To be decided upon finalisation of Issue Price per Equity Share 6. Comparison of accounting ratios with listed industry peers Following is the comparison with our peer group companies listed in India: Companies CMP* EPS EPS Face PE RONW NAV Total (As on March (Basic in (Diluted Value Ratio (%) (Per Income (in ₹ 31, 2025) ₹) in ₹) (in ₹) Share) Lakhs) R K Steel [=] 2.21 2.21 10.00 [=] 9.04% 24.43 1,15,373.05 Manufacturing Company Limited(ii),(iv)(vi) Peer Group Surya Roshni 292.00 15.95 15.93 5.00 18.33 14.06% 113.27 7,46,555.00 Limited Hariom Pipe 550.15 20.25 19.93 10.00 27.60 10.78% 184.93 1,35,994.35 Industries Ltd. Hi-Tech Pipes 121.39 3.98 3.98 1.00 30.50 5.80% 61.91 3,06,952.49 Limited *Source: All the financial information for listed industry peer mentioned above is sourced from the Annual Reports of the aforesaid companies for the year ended March 31, 2025 and stock exchange data dated September 19, 2025 to compute the corresponding financial ratios for the financial year ended March 31, 2025. The current market price and related figures are as on September 19, 2025 (as per NSE). 1. P/E figures for the peers are based on closing market prices of equity shares on NSE on September 19, 2025 divided by the Diluted EPS as at March 31, 2025. 2. Return on Net Worth (%) for listed industry peers has been computed based on the Net Profit After Tax for the year ended March 31, 2025 divided by Net Worth as on March 31, 2025. 3. NAV per share for listed peers is sourced from the Annual Reports for FY 24-25 of the listed peer companies. **The details shall be provided post the fixing of the price band by our Company at the stage of the red herring prospectus or the filing of the price band advertisement. For further details, please see “Risk Factors” on page 37 and the financials of the Company including important profitability and return ratios, as set out in the chapter titled “Restated Financial Statements” on page 271 to have more informed view about the investment proposition. The Face Value is ₹10.00/- per Equity Share and the Issue Price ₹ [●]/- has been determined by the Company in consultation with the BRLM and is justified by the company in consultation with the BRLM on the basis of above information. 7. Key Performing Indicators The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for Issue Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated September 19. 2025. The Audit Committee has confirmed that the KPIs pertaining to our Company that have been disclosed to earlier investors at any point of time during the three years period prior to the date of filing of this Draft Red Herring Prospectus have been disclosed in this section. 133Further, the KPIs herein have been verified and certified by Mahesh C Solanki &Co., Chartered Accountants, registered with the ICAI and bearing firm registration number 006228C pursuant to certificate dated September 19, 2025. This certificate has been included in “Material Contracts and Documents for Inspection – Material Documents” on page 487. The KPIs that have been consistently used by the management to analyse, track and monitor the operational and financial performance of the Company and were presented in the past meetings of the Board and Audit Committee or shared with the shareholders during the three years preceding the date of this Draft Red Herring Prospectus, which have been consequently identified as relevant and material KPIs and are disclosed in this “Basis for Issue Price” section In addition to the above, the Audit Committee also noted that other than the below mentioned KPIs: (i) there are certain items/ metrics which have not been disclosed in this Draft Red Herring Prospectus as these are not auditable or verifiable and/ or not a performance indicator as such items do not convey any meaningful information to determine performance of our Company; (ii) there are certain items/ metrics which are included in the business description, Management Discussion & Analysis or financials in this RHP but not considered to be performance indicators or deemed to have a bearing on the determination of Issue price. For details, see “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Financial Information” on pages 203, 354, and 271, 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 (or any lesser period as may be determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchanges or till the utilisation of the Issue Proceeds, whichever is later, or for such other duration as required under the SEBI ICDR Regulations. For further details, see “Objects of the Issue” starting on page 119 of this Draft Red Herring Prospectus. Details of our KPIs for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is set out below: (₹ in lakhs, other than ratios) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total Income (1) 1,15,373.05 1,02,851.55 85,880.40 Revenue From Operations (2) 1,14,779.33 1,02,216.00 84,744.25 Growth in Revenue from Operations (in %) 12.29 20.62 -13.86 Other Income (3) 593.72 635.55 1,136.14 EBITDA (4) 4,829.82 5,955.37 4,713.40 EBITDA Margin (5) 4.21 5.83 5.56 PAT (6) 1,090.63 2,270.41 1,988.15 PAT Margin (7) 0.95 2.22 2.35 Cash Flow from Operating Activities (8) (4,462.58) 2,752.16 (2,318.79) Cash Flow from Investing Activities (9) (3,889.92) (375.00) (6,138.32) Cash Flow from Financing Activities (10) 5,326.51 1,749.26 8,855.78 Net Worth (11) 12,068.31 10,980.50 8,703.38 Debt Equity Ratio (12) 2.91 2.49 2.68 Return on Equity (13) 9.46% 23.07% 27.32% Return on Capital Employed (14) 8.28% 13.37% 12.68% Return on Assets (15) 2.01% 5.66% 5.58% Interest Coverage Ratio (16) 1.60 2.46 3.01 Fixed Asset Turnover Ratio (17) 12.63 12.54 20.41 Working Capital Days (18) 104.00 86.00 93.00 Net Asset Value per share (19) 24.43 22.23 17.62 Notes 1341. Total income means aggregate of Revenue from operations and Other Income. 2. Revenue from Operations represents the income generated by the Company from its core operating activities. This gives information regarding the scale of operations. 3. Other Income is the income generated by the Company from its non core operations 4. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax/ (loss) for the year / period and adding back interest cost, depreciation, and amortization expense. 5. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations. 6. Profit for the year/period represents the restated profits of the Company after deducting all expenses. 7. PAT Margin (%) is calculated as Profit for the year/period as a percentage of Revenue from Operations. 8. Cash Flow from Operating Activities represents the net cash generated or used by a company’s core business operations during the year. 9. Cash Flow from Investing Activities reflects the cash spent on or received from investments in assets like property, equipment, or securities during the year 10. Cash Flow from Financing Activities shows the cash inflows and outflows related to borrowing, repaying debt, issuing shares, or paying dividends during the year. 11. Net Worth is computed as Equity Share Capital plus Other Equity 12. Debt - equity ratio is calculated by dividing total debt by total equity. Total debt represents long - term and short - term borrowings. Total equity is the sum of share capital and reserves & surplus and NCI. 13. Return on Equity is calculated by dividing PAT by average shareholders' equity, indicating how effectively a company uses equity to generate profit. 14. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end of respective period/year. (Capital employed calculated as the aggregate value of total equity, total debt and reduced by Intangible assets) 15. Return on Assets (ROA) is calculated by dividing PAT by total assets. 16. Interest coverage ratio is calculated as EBIT divided by Finance cost 17. Fixed Asset Turnover Ratio is computed as revenue from operations divided by net fixed assets 18. Working Capital Days is derived from (Working Capital ÷ Sales) × 365. 19. Net Asset Value per Share is calculated as total assets reduced by total liabilities divided by the number of outstanding shares at the end of the year. Note: The Figure has been certified by our Statutory Auditors, vide their certificate dated September 19, 2025 The above KPIs of our Company have also been disclosed, along with other key financial and operating metrics, in “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages203 and 354, respectively. All such KPIs have been defined consistently and precisely in “Definitions and Abbreviations – Conventional and General Terms and Abbreviations” on page 3. Our Company shall continue to disclose the KPIs disclosed hereinabove in this section on a periodic basis, at least once in a year (or for any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares, or until the utilization of Issue Proceeds, whichever is later, on the Stock Exchanges pursuant to the Issue, or for such other period as may be required under the SEBI ICDR Regulations. Explanation for the KPI metrics KPI Explanations Revenue from Operations Revenue from operations include revenue from sales of products in domestic and exports markets, revenue from sale of GP Pipes, GI Pipes, HR Pipes, CR Pipes, GP Coils, CRFH Coils and HRPO Coils and other operating revenue EBITDA Earnings before interest, tax, depreciation and amortization and is calculated as the restated profit for the period or year plus tax expense, finance cost, depreciation and amortization expenses and excluding exceptional items. EBITDA provides information regarding operational profitability and efficiency of our Company EBITDA Margin (%) Percentage of earnings before interest, tax, depreciation and amortization and is calculated as the restated profit for the period or year plus tax expense, finance cost, depreciation and amortization expenses excluding exceptional items. This metric helps in benchmarking the operating profitability against the historical performance of our Company 135KPI Explanations Profit after Tax (PAT) The amount that remains after a company has paid off all of its operating and non-operating expenses, other liabilities and taxes. It provides information regarding the profitability of our Company Net profit margin Percentage of the amount that remains after a company has paid off all of its operating and non-operating expenses, other liabilities and taxes. It provides information regarding the profitability of our Company Net worth Calculated as total of share capital and other equity. It provides information on the book value of the owners’ equity in the business Return on capital employed Return on capital employed is calculated using two components, i.e. earnings before interest and tax divided by capital employed. Capital employed is calculated by sum of net worth and total debt less cash and cash equivalents freely available. This provides us information on efficiency of our capital deployment and utilisation Return on equity Return on Equity is calculated on the basis of net profit after tax divided by shareholder’s equity and is calculated by profit after tax divided by our net worth (share capital and other equity). It indicates our Company’s ability to turn equity investments into profits. Debt to equity ratio Debt to equity ratio is calculated by dividing our Company’s debt by shareholders’ equity (as a percentage). This metric is a measurement of our Company’s financial leverage and provides us information on our current capital structure and helps us in targeting an optimized capital structure Interest Coverage Ratio Measures a company’s ability to pay interest on its debt using its earnings before interest and taxes (EBIT). Indicates how efficiently a company uses its fixed assets to generate Fixed Asset Turnover Ratio sales revenue. Reflects the number of days a company takes to convert its working Working Capital Days capital into revenue. Represents the value of a company’s assets minus liabilities, divided Net Asset Value per share by the number of outstanding shares. * As certified by Mahesh C Solanki & Co., Chartered Accountants by way of their certificate dated September 19, 2025. This certificate has been designated a material document for inspection in connection with the Issue. See “Material Contracts and Documents for Inspection” on page 487. Description on the historic use of the KPIs by us to analyze, track or monitor our operational and/or financial performance In evaluating our business, we consider and use certain KPIs, as stated above, as a supplemental measure to review and assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated Financial Statement. We use these KPIs to evaluate our financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used by other companies and hence their comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity or results of operation. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our management believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance, when taken collectively with financial measures prepared in accordance with Ind AS. Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational metric to evaluate our business. Comparison of KPIs with Listed Industry Peers 136Particulars Unit Surya Roshni Surya Roshni Surya Roshni Hariom Hariom Hariom Hi-Tech Hi-Tech Hi-Tech Ltd. (2025) Ltd. (2024) Ltd. (2023) Pipes Ltd. Pipes Ltd. Pipes Ltd. Pipes Ltd. Pipes Ltd. Pipes Ltd. (2025) (2024) (2023) (2025) (2024) (2023) Total ₹ in Lakhs 7,46,555.00 7,82,316.00 8,00,206.00 1,35,994.35 1,15,838.47 64,446.03 3,06,952.49 2,70,047.09 Revenue 2,38,810.94 Revenue ₹ in Lakhs 7,43,587.00 7,80,927.00 7,99,671.00 1,35,704.88 1,15,318.77 64,371.21 3,06,763.62 2,69,929.34 2,38,584.74 From Operations Revenue in % (4.78) (2.34) 3.44 17.70 79.10 49.50 13.65 13.14 26.98 Growth (%) Other ₹ in Lakhs 2,968.00 1,389.00 535.00 289.47 519.71 74.82 188.87 117.75 Income 226.20 EBITDA ₹ in Lakhs 60,889.00 58,631.00 61,951.00 17,832.07 14,379.15 8,263.15 16,192.11 11,603.63 9,895.74 EBITDA in % 8.19 7.51 7.75 13.10 12.50 12.80 5.28 4.30 4.15 Margin PAT (Profit ₹ in Lakhs 34,660.00 32,916.00 33,552.00 6,172.60 5,679.95 4,620.80 7,294.91 4,393.08 3,768.14 After Tax) PAT Margin in % 4.66 4.21 4.20 4.55 4.93 7.18 2.38 1.63 1.58 Operating ₹ in Lakhs 39,475.00 54,622.00 28,020.00 7,853.26 495.54 -10,056.84 6,982.93 -9,518.97 13,374.46 cash flow Cash flow ₹ in Lakhs -32,944.00 -5,146.00 -3,318.00 -8,571.64 -18,159.02 -22,151.88 -39,007.29 -15,338.26 -9,818.04 from investing activities Cash flow ₹ in Lakhs -8,034.00 -46,088.00 -24,617.00 3,131.69 7,437.18 42,605.74 35,372.56 24,901.68 from -3,457.86 financing activities Net Worth ₹ in Lakhs 2,46,522.00 2,16,639.00 1,86,359.00 57,267.42 46,411.75 37,516.66 1,25,735.47 57,637.40 41,810.86 Debt Equity Times 0.00 0.00 - 0.70 0.80 0.79 0.15 0.70 0.56 Ratio Return on in % 14.97 16.34 19.67 10.78 12.24 12.32 7.95 8.85 11.17 Equity (ROE) Return on in % 19.63 21.55 - 13.16 13.16 10.91 9.73 10.27 13.04 Capital Employed (ROCE) 137Particulars Unit Surya Roshni Surya Roshni Surya Roshni Hariom Hariom Hariom Hi-Tech Hi-Tech Hi-Tech Ltd. (2025) Ltd. (2024) Ltd. (2023) Pipes Ltd. Pipes Ltd. Pipes Ltd. Pipes Ltd. Pipes Ltd. Pipes Ltd. (2025) (2024) (2023) (2025) (2024) (2023) Return on In % 10.72 11.27 10.97 5.16 6.45 6.52 4.16 3.73 4.12 Assets Interest Times 23.44 19.50 11.24 2.85 3.38 7.05 3.28 2.40 2.41 Coverage Ratio Fixed Asset In Times 8.42 9.31 8.79 3.12 3.05 2.72 5.24 6.48 7.39 Turnover Ratio Working In days 77.64 62.81 89.88 62.89 61.73 128.50 72.11 33.77 26.53 Capital Days Net Asset ₹ 113.27 199.08 342.52 184.93 160.79 135.85 61.91 38.45 32.71 Value per share * (Source: Peer KPIs based on the industry reportissued by D&B ). *Notes for Surya Roshni Ltd, Hariom Pipes Ltd and Hi-Tech Pipes Ltd. 1. Total Income - Includes Revenue from Operations and Other income 2. Revenue from Operations - Means the revenue from operations as appearing in the restated statement of profit & loss for the relevant year/period 3. EBITDA Formula - PBT + Finance Cost + Depreciation - Other Income 4. EBITDA Margin - EBITDA / Revenue from Operations 5. PAT Margin - PAT / Revenue from Operations 6. Net Worth (Shareholder Equity) - Shareholder Equity 7. Debt Equity Ratio - (Short term Borrowing + Long Term Borrowing) / Shareholder Equity 8. Return on Equity (ROE) - PAT / Average Shareholder Equity 9. Return on Assets (ROA) - PAT / Total Asset 10. Interest Coverage Ratio - EBIT / Finance Cost 11. Return on Investment - PAT / Shareholders fund (Note: ROI taken from Balance sheet, above formula is taken from the same) 12. Net Asset Value per Share - (Total Assets - Total Liabilities) / Total number of Outstanding shares 13. Working Capital Days - Net Working Capital / Revenue from Operations × 365 14. Fixed Asset Turnover Ratio - Revenue from Operations / Net Fixed Assets 15. Revenue Growth Formula - (Current Revenue – Previous Revenue) / Previous Revenue × 100 1388. Weighted average cost of acquisition (a) The price per share of our company based on the primary/new issue of shares (equity/convertible securities) There has been no issuance of Equity Shares or convertible securities, excluding the issuance of bonus shares, during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital), in a single transaction or multiple transactions combined together over a span of rolling 30 days. (b) The Price per share of our company based on the secondary sale/acquisition of shares (equity/convertible securities) There have been no secondary sale/ acquisitions of Equity Shares or any convertible securities, where Our Promoters or the members of our Promoter Group or shareholder(s) selling shares through offer for sale or shareholder(s) having the right to nominate director(s) in the Board of the Company are a party to a 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-Issue capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of rolling 30 days. (c) Price per share based on the last five primary or secondary transaction 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 Promoter/Promoter Group entities 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, are as below: Date of Name of Transferor No. of Equity Transfer Total Nature of transfer allotee/ shares price per Considerat Transaction transferee transferred share ion (Rs. In Lakhs) April 10, Fazlullah Komal Bhalotia 50,000 NIL NIL Gift 2023 Basha April 10, Fazlullah Komal Bhalotia 50,000 NIL NIL Gift 2023 Basha April 10, Fazlullah Komal Bhalotia 18,460 NIL NIL Gift 2023 Basha September Abhishek Komal 50,000 NIL NIL Gift 30, 2023 Bhalotia Bhalotia September Abhishek Komal 50,000 NIL NIL Gift 30, 2023 Bhalotia Bhalotia September Abhishek Komal 50,000 NIL NIL Gift 30, 2023 Bhalotia Bhalotia September Abhishek Komal 18,460 NIL NIL Gift 30, 2023 Bhalotia Bhalotia (d) The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition based on Primary Issuances/ Secondary Transactions are set below: Type of Weighted average Floor Price (i.e., ₹ Cap price (i.e., ₹ [●]*) Transaction cost of acquisition (₹ [●]*) per Equity Share)# Weighted average NA NA NA cost of acquisition (WACA) 139Type of Weighted average Floor Price (i.e., ₹ Cap price (i.e., ₹ [●]*) Transaction cost of acquisition (₹ [●]*) per Equity Share)# Weighted average NIL [●] [●] cost of acquisition (WACA) of Secondary of transactions *To be updated at Prospectus #As certified by our Statutory Auditors by way of their certificate dated September 30, 2025 9. Justification for Basis of Issue Price Explanations for Issue Price being [●] times of weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (set out at page 139 above) along with our Company’s key performance indicators and financial ratios for Financial Years 2025, 2024 and 2023 and in view of the external factors which may have influenced the pricing of the Issue, are provided below: [●] The Issue Price of ₹ [●] has been determined by our Company, in consultation with the BRLM, on the basis of market demand from investors for Equity Shares through the Book Building Process and is justified in view of the above stated qualitative and quantitative parameters. Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Financial Information” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 37, 203, 271 and 354 respectively, to have a more informed view. The trading price of the Equity Shares of our Company could decline due to the factors mentioned in “Risk Factors” on page 28 and you may lose all or part of your investments. 140STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS To, The Board of Directors R.K. Steel Manufacturing Company Limited No.5, Ground Floor, Branson Garden Street Kilpauk, Chennai – 600 010 Perambur Purasawalkam Tamil Nadu, India And GYR Capital Advisors Private Limited (formerly known as Alpha Numero Services Private Limited) 428, Gala Empire, Near JB Tower Drive in Road, Thaltej Ahmedabad – 380 054 Gujarat, India (Referred to as “Book Running Lead Manager”/“BRLM”) Dear Sirs, Re: Proposed public issue of equity shares of face value of Rs. 10/- each (the “Equity Shares”) of R.K. Steel Manufacturing Company Limited (the “Company”) (the “Issue”) Sub.: Statement of possible Special Tax Benefits available to the Company, its equity shareholders and its subsidiary under the direct and indirect tax laws We Mahesh C. Solanki & Co, Independent Chartered Accountants and Statutory Auditors of the Company, refer to the proposed initial public Issuing of equity shares (the “Issue”) of the Company. We enclose herewith the statement (the “Annexure”) showing the current position of special tax benefits available to the Company, to its shareholders as per the provisions of the Indian direct and indirect tax laws including the Income-tax Act, 1961,(“Act”) the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017 (collectively the “GST Act”), the Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) (collectively the “Taxation Laws”) including the rules, regulations, circulars and notifications issued in connection with the Taxation Laws, as presently in force and applicable to the assessment year 2025-26, 2024-25 relevant to the financial year 2024-25, 2023-24 for inclusion in the Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus, Prospectus, the Preliminary International Wrap/Issuing Memorandum, the Abridged Prospectus, for the proposed initial public Issuing of shares of the Company as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”). Several of these benefits are dependent on the Company the conditions prescribed under the relevant provisions of the direct and indirect taxation laws including the Income-tax Act 1961. Hence, the ability of the Company or its shareholders to derive these direct and indirect tax benefits is dependent upon their fulfilling such conditions. The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the Annexure are based on the information and explanations obtained from the Company. This statement is only intended to provide general information to guide the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult their own tax consultants, with respect to the specific tax implications arising out of their participation in the Issue particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. We are neither suggesting nor are we advising the investors to invest or not to invest money based on this statement. 141The contents of the enclosed Annexure are based on the representations obtained from the Company and its subsidiaries and on the basis of our understanding of the business activities and operations of the Company and its subsidiaries. We do not express any opinion or provide any assurance whether: • The Company or its Shareholders will continue to obtain these benefits in future; • The conditions prescribed for availing the benefits have been/would be met; • The revenue authorities/courts will concur with the views expressed herein. This statement is provided solely for the purpose of assisting the Company in discharging its responsibilities under the ICDR Regulations. We hereby give our consent to include this report and the enclosed Annexure regarding the tax benefits available to the Company, its Shareholders in the Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus, Prospectus, the Preliminary International Wrap/Issuing Memorandum, the Abridged Prospectus, for the proposed initial public Issue of equity shares which the Company intends to submit to the Securities and Exchange Board of India and the National Stock Exchange of India Limited and BSE Limited (the “Stock Exchanges”) where the equity shares of the Company are proposed to be listed, as applicable, provided that the below statement of limitation is included in the Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus, Prospectus, the Preliminary International Wrap/Issuing Memorandum, the Abridged Prospectus. We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013, read with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, the Preliminary International Wrap/Issuing Memorandum, the Abridged Prospectus and any other addendum thereto of the Company to be submitted/filed with the Securities and Exchange Board of India (“SEBI”), the Registrar of Companies, Chennai at Tamil Nadu (“ROC”) and the stock exchanges, or any other material (including in any corporate or investor presentation made by or on behalf of the Company) to be issued in relation to the Issue (together referred as “Issue Documents”) or in any other documents in connection with the Issue All capitalized terms not defined hereinabove shall have the same meaning as defined in the Issue Documents. For Mahesh C. Solanki & Co Chartered Accountants (Registration No. 006228C) S/d CA Vinay Kumar Jain Partner Membership No.: 232058 Place: Chennai, Tamil Nadu, India Date: September 19, 2025 UDIN: 25232058BMKUYA8360 142ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO (“COMPANY”), THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS”) Direct Taxation Outlined below are the special tax benefits available to the Company and its shareholders under the Income - tax Act, 1961 (‘the Act’), as amended by Finance Act, 2024 i.e., applicable for Financial Year 2024 - 25 relevant to the Assessment Year 2025 - 26 and as amended by Finance Act, 2025 i.e., applicable for Financial Year 2025 – 26 relevant to the Assessment Year 2026 - 27, presently in force in India. A. SPECIAL TAX BENEFITS TO THE COMPANY Section 115BAA, as inserted vide The Taxation Laws (Amendment) Act, 2019, provides that domestic company can opt for a rate of tax of 22% (plus applicable surcharge and education cess) for the financial year 2019 - 20 onwards, provided the total income of the company is computed without claiming certain specified incentives/deductions or set - off of losses, depreciation etc. and claiming depreciation determined in the prescribed manner. In case a company opts for section 115BAA, provisions of Minimum Alternate Tax would not be applicable and earlier year MAT credit will not be available for set - off. The option needs to be exercised on or before the due date of filing the tax return. Option once exercised, cannot be subsequently withdrawn for the same or any other tax year. The Company has represented to us that it has opted for section 115BAA for the assessment year 2021 - 22 onwards. B. SPECIAL TAX BENEFITS TO THE SHAREHOLDERS The Shareholders of the Company are not entitled to any special tax benefits under the Act. Indirect Taxation Outlined below are the special tax benefits available to the Company and its shareholders under the Central Goods and Services Tax Act, 2017/ Integrated Goods and Services Tax Act, 2017 read with Rules, Circulars, and Notifications (“GST law”), the Customs Act, 1962, Customs Tariff Act, 1975 (“Customs law”) and Foreign Trade Policy 2015 - 2020, Foreign Trade Policy 2023 (“FTP”) (collectively referred as “Indirect Tax”). A. SPECIAL TAX BENEFITS TO THE COMPANY There are no special tax benefits available to the Company under GST law. B. SPECIAL TAX BENEFITS TO THE SHAREHOLDERS The Shareholders of the Company are not entitled to any special tax benefits under the Indirect Tax. Notes: 1. We have not considered the general tax benefits available to the Company or shareholders of the Company. 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. 143SECTION – IV ABOUT OUR COMPANY INDUSTRY OVERVIEW The information contained in this section is derived from a report titled “Industry Report on Indian Steel Pipes & Tubes” dated September 19, 2025 (“D&B Report”) prepared by Dun & Bradstreet Information Services India Private Limited (“D&B India”), and exclusively commissioned and paid by our Company only for the purposes of the Issue. Neither we, nor the Book Running Lead Manager, nor any other person connected with the Issue has verified the information in the D&B Report. Unless otherwise indicated, the information in this section is obtained or extracted from D&B Report. The data may have been re-classified by us for the purposes of presentation. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or base their investment decision solely on this information. The recipient should not construe any of the contents in this report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the transaction. Unless otherwise indicated, financial, operational, industry and other related information included herein with respect to any particular year refers to such information for the relevant calendar year. Global Macroeconomic Landscape Global Economic Overview The global economy, which recorded GDP growth at 3.3% in CY 2024, is expected to show resilience at 2.8% in CY 2025. This marks the slowest expansion since 2020 and reflects a -0.5%point downgrade from January 2025 forecast. Moreover, the projection for CY 2026 has also reduced to 3.0%. This slowdown is majorly attributed due to numerous factors such as high inflation in many economies despite central bank effort to curb inflation, continuing energy market volatility driven by geopolitical tensions particularly in Ukraine and Middle East, and the re-election of Donald Trump as US President extended uncertainty around the trade policies as well as overall global economic growth. High inflation and rising borrowing costs affected the private consumption on one hand while fiscal consolidation impacted the government consumption on the other hand. As a result, global GDP growth is estimated to moderation by 2.8% in CY 2025 as compared to 3.3% in CY 2024. Historial & Projected GDP Growth Trends (%) Global Economies Advanced Economies Emerging and Developing Economies 6.6 7.0 6.0 2.9 3.7 3.6 2.94.1 3.5 4.7 3.3 4.3 2.8 3.7 3.0 3.9 3.1 4.0 1.9 1.7 1.8 1.4 1.5 1.7 -1.7 -2.7 -4.0 CY 2019 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025P CY 2026P CY 2030P Source – IMF Global GDP Forecast Release April 2025 Note: Advanced Economies and Emerging & Developing Economies are as per the classification of the World Economic Outlook (WEO). This classification is not based on strict criteria, economic or otherwise, and it has evolved over time. It comprises of 40 countries under the Advanced Economies including the G7 (the United States, Japan, Germany, France, Italy, the United Kingdom, and Canada) and selected countries from the Euro Zone (Germany, Italy, France etc.). The group of emerging market and developing economies (156) includes all those that are not classified as Advanced Economies (India, China, Brazil, Malaysia etc.) Historical and Projected GDP Growth 144GDP growth across major regions exhibited a mixed trend between 2022-23, with GDP growth in many regions including North America, Emerging and Developing Asia, and Emerging and Developing Europe slowing further in 2024. In 2025, GDP growth rate in Emerging and Developing Asia (India, China, Indonesia, Malaysia, etc.) is expected to moderate further to 4.5% from 5.3% in the previous year, while in the North America, it is expected to moderate to 1.8% in CY 2025 from 2.8% in CY 2024. Historical & Projected GDP Growth Across Major Regions (%) 7.4 7.8 7.1 6.1 6.1 2.52.9 2.8 1.81.7 2.1 4.2 2.42.4 2.02.42.6 4.45.5 2.22.4 3.03.5 3.7 4.7 5.3 4.54.6 4.5 4.7 4.13.6 4.03.84.2 4.5 3.63. 24 .12.1 2.5 0.5 North America Latin America & The Middle East & Emerging & Sub Saharan Africa Emerging and -2.2 Caribbean -2.2Central Asia Developing Asia -1.5 Developing Europe -0.5 -1.8 -6.9 CY2020 CY2021 CY2022 CY2023 CY2024 CY2025P CY2026P CY2030P Source-IMF World Economic Outlook April 2025 update. Except Middle East & Central Asia, all other regions like Emerging and Developing Asia, Emerging and Developing Europe, Latin America & The Caribbean, Sub Saharan Africa and North America, are expected to record a moderation in GDP growth rate in CY 2025 as compared to CY 2024. Further, growth in the United States is expected to come down at 2.71% in CY 2025 from 2.80% in CY 2024 due to lagged effects of monetary policy tightening, gradual fiscal tightening, and a softening in labour markets slowing aggregate demand. Global Economic Outlook The global economy is navigating a period of exceptional uncertainty. Policy shifts, particularly those reshaping trade, have alarmed financial markets and bruised business sentiment. The U.S.’s reciprocal tariffs, which represent additional costs for businesses from almost all countries with which the U.S. trades, charge trade partners an import duty at a discounted rate of approximately half the rate that the trade partner currently imposes on the U.S. According to U.S. President Donald Trump, reciprocal tariffs, ranging from 10% to 50%, are meant to address trade barriers limiting U.S. exports. The effective tariff rate includes other tariffs imposed at an earlier date and cumulatively may now be higher than duties charged on U.S. imports. It is unclear whether the reciprocal tariffs represent a negotiating tool, and may therefore be temporary, or form part of broader long-term protectionist measures and industrial strategy. Responses to reciprocal tariffs have been varied, with some economies promising swift countermeasures. More than 50 markets have sought negotiations with the US. While Malaysia is seeking a united response across ASEAN, the Chinese Mainland has retaliated with duties on all imports from the U.S., declaring it will “fight to the end”. In early April 2025, the U.S. confirmed the most aggressive steps yet, with a cumulative 145% tariff on some products imported from the Chinese Mainland. Brazil has readied itself by passing a bill allowing for retaliation, Australia has ruled out retaliatory levies, and the EU remains open to negotiation while preparing a package of countermeasures. Tariffs and their unpredictable application have weighed on consumer and business sentiment, sunk global stock markets, raised recession risks, and made a global slowdown more likely. Our latest Global Business Optimism Insights report indicates a further decline in business optimism as firms continue to grapple with trade-related policy uncertainty and its broader economic implications. Export-driven sectors reported sharp declines in optimism. Financial risk perceptions remain elevated as businesses contend with high borrowing costs and persistent inflation expectations. More broadly, the uncertainty is reflected in delayed capital expenditure and a pullback in hiring. Tariffs have begun to exert pressure on central banks by contributing to inflationary pressures and increasing financial market volatility. Central banks are adjusting forward guidance and policy frameworks and may begin 145to consider the likelihood of softer growth being a bigger priority than high inflation by starting to cut interest rates to support economies. For businesses, this uncertainty translates into unpredictable cost structures, fluctuating credit availability, and the management of operational costs through diversified supply networks. The latest Dun & Bradstreet Global Business Optimism Insights report reveals a further decline in business optimism, though at a more moderate pace than in the prior quarter, as businesses continued to grapple with trade- related policy uncertainty and its broader economic implications. Export-driven sectors such as automotives, electricals, and metals saw sharp declines in optimism, particularly in the U.S., Mexico, South Korea, and Japan, where rising tariffs and shifting trade policies have fueled cost pressures and demand volatility. Financial risk perceptions remain elevated. Global Growth Projection At broader level, the global economy is expected to experience a slowdown in 2025, with GDP growth projected to decline to 2.8%, down from 3.3% in 2024. This deceleration reflects persistent inflationary pressure, geopolitical uncertainties and tightened monetary policies. However, a sightly recovery is anticipated in 2026, with growth projected to improve to 3.0%. Global inflation is expected to decline steadily, to 4.3% in 2025 and to 3.6% in 2026. Inflation is projected to converge back to the target earlier in advanced economies, reaching 2.2% in 2026, whereas in emerging market and developing economies, it is anticipated to decrease to 4.6% during the same period. Trade tariffs function as a supply shock for the countries imposing them, leading to a decrease in productivity and an increase in unit costs. Countries subject to tariffs experience a negative demand shock as export demand declines, placing downward pressure on prices. In each scenario, trade uncertainty introduces an additional layer of demand shock since businesses and households react by delaying investment and spending, and this impact could be intensified by stricter financial conditions and heightened exchange rate volatility. Moreover, Global trade growth is expected to slow down in 2025 to 1.7%. This forecast reflects increased tariff restrictions affecting trade flows and, to a lesser extent, the waning effects of cyclical factors that have underpinned the recent rise in goods trade. Geopolitical tensions as seen in the past such as the wars in Ukraine and the Middle East could exacerbate inflation volatility, particularly in energy and agricultural commodities. India Macroeconomic Analysis India emerged as one of the fastest growth economies amongst the leading advanced economies and emerging economies. In CY 2024, even amidst geopolitical uncertainties, particularly those affecting global energy and commodity markets, India continues to remain one of the fastest growing economies in the world and is expected to grow by 6.2% in CY 2025 and 6.3% in CY 2026. Country CY CY 2021 CY 2022 CY 2023 CY 2024 CY 2025 CY 2026 P CY 2030 P 2020 India –5.8% 9.7% 7.6% 9.2% 6.5% 6.2% 6.3% 6.5% China 2.3% 8.6% 3.1% 5.4% 5.0% 4.0% 4.0% 3.4% United States -2.2% 6.1% 2.5% 2.9% 2.8% 1.8% 1.7% 2.1% Japan -4.2% 2.7% 0.9% 1.5% 0.1% 0.6% 0.6% 0.5% United Kingdom -10.3% 8.6% 4.8% 0.4% 1.1% 1.1% 1.4% 1.4% Russia -2.7% 5.9% -1.4% 4.1% 4.1% 1.5% 0.9% 1.2% Source: World Economic Outlook, April 2025 The Government stepped spending on infrastructure projects to boost the economic growth had a positive impact on economic growth. The capital expenditure of the central government increased by average 26.52% during FY 2023-24 which slowed to 7.27% in FY 2025 which is expected to translate in moderating GDP growth of 6.5% in 2024. In the Union Budget 2025-2026, the government announced INR 11.21 trillion capex on infrastructure (10.12% higher than previous year revised estimates) coupled with INR 1.5 trillion in interest-free loans to states. This has provided much-needed confidence to the private sector, and in turn, expected to attract the private investment. Historical GDP and GVA Growth trend As per the latest estimates, India’s GDP at constant prices is estimated to grow to INR 187.96 trillion in FY 2025 (Provisional Estimates) with the real GDP growth rates estimated to be 6.5% for FY 2025. Similarly, real Gross Value Added (GVA) growth stood is estimated to have moderated to 6.4% in FY 2025. Even amidst global 146economic uncertainties, India’s economy exhibited resilience supported by robust consumption and government spending. Source: Ministry of Statistics & Programme Implementation (MOSPI), National Account Statistics: FY2025. FE is Final Estimates, FRE is First Revised Estimate and PE is Provisional Estimates Sectoral Contribution to GVA and annual growth trend Source: Ministry of Statistics & Programme Implementation (MOSPI) FE is Final Estimates, FRE is First Revised Estimate and PE is Provisional Estimates Sectoral analysis of GVA reveals that the industrial sector experienced a moderation in FY 2025, recording a 5.90% y-o-y growth against 10.82% year-on-year growth in FY 2024. Within the industrial sector, growth moderated across sub sector with mining, manufacturing, and construction activities growing by 2.69%, 4.52%, and 9.35% respectively in FY 2025, compared to 3.21%, 12.30%, and 10.41% in FY 2024. Growth in the utilities sector too moderated to 6.03% in FY 2025 from 8.64% in the previous year. The industrial sector’s contribution to GVA moderated marginally from 30.81% in FY 2024 to 30.66% in FY 2025. The services sector continued to be the main driver of economic growth, although its pace moderated. It expanded by 7.19% in FY 2025 from 8.99% in FY 2024. The services sector retained its position as the largest contributor to GVA, rising from 54.32% in FY 2023 to 54.53% in FY 2024, with a further increase to 54.93% in FY 2025. The agriculture sector saw an acceleration, with growth increasing from 2.66% in FY 2024 to 4.63% in FY 2025. However, its contribution to GVA declined marginally from 14.66% in FY 2024 to 14.41% in FY 2025. Overall, Gross Value Added (GVA) growth moderated to 6.41% in FY 2025 from 8.56% in FY 2024 Annual & Monthly IIP Growth Industrial sector performance as measured by IIP index exhibited moderation in FY 2025, recording a 4.02% y-o- y growth against 5.92% increase in the previous year. The manufacturing index showed moderation and grew by 4.08% in FY 2025 against 5.54% in FY 2024. Mining sector index too moderated and exhibited a growth of 3.03% in FY 2025 against 7.51% in the previous years while the Electricity sector Index, also witnessed moderation of 147 %57.9 %03.9 %16.7 %12.7 %91.9 %65.8 %94.6 %14.6 Growth Trend (Constant 2011-12 Prices) FY 2022 FY 2023 FE FY 2024 FRE FY 2025 PE GDP GVA Sectoral GVA Growth Sectoral Contribution to GVA (at constant prices 2011-12) 10.82% 10.33% 8.99% 54.32% 54.53% 54.93% 7.21% 8.56% 7.19% 6.26% 6.41% 4.63% 5.90% 2.48% 2.66% 30.18% 30.81% 30.66% 15.50% 14.66% 14.41% FY 2023 FE FY 2024 FRE FY 2025 PE FY 2023 FE FY 2024 FRE FY 2025 PE Agriculture Industry Services GVA Agriculture Industry Services5.19% in FY 2024 against 7.07% in the previous year. Source: Ministry of Statistics & Programme Implementation (MOSPI) The IIP growth rate for the month of May 2025 is 1.2% which was 2.6% in the month of April 2025. The growth rates of the three sectors, Mining, Manufacturing and Electricity for the month of May 2025 are (-)0.1%, 2.6% and (-)5.8% respectively. Annual and Quarterly: Investment & Consumption Scenario Other major indicators such as Gross fixed capital formation (GFCF), a measure of investments, has shown fluctuation during FY 2025 as it registered 7.06% year-on-year growth against 8.78% yearly growth in FY 2024, taking the GFCF to GDP ratio measured to 33.69%. 148 %85.1 %44.1- %69.0 %58.7- %75.9- %15.0- %81.21 %77.11 %39.7 %38.5 %66.4 %88.8 %15.7 %45.5 %70.7 %30.3 %80.4 %91.5 Annual IIP Growth Mining Manufacturing Electricity General 11.43% 5.92% 5.24% 4.02% -0.85% -8.45% FY20 FY21 FY22 FY23 FY24 FY25 Montly IIP Change on Y-O-Y Basis 5.2% 6.3% 5.2% 4.9% 5.0% 5.0% 3.7% 3.7% 3.9% 3.2% 2.7% 2.6% 1.2% 0.0% Sector-wise Montly IIP Change on Y-O-Y Basis Mining Manufacturing Electricity 13.7% 10.2% 10.3% 6.8 4% .2% 6.6 5% .1% 3.58 %.6% 3.8 4% .77 %.9% 1.2% 0.4 2. %00 %.5% 0.4 9. %42 %.0% 1.5 9. %5 4% .4% 2.7 3% .76 %.2% 4.4 5% .82 %.4% 1.6 2% .83 %.6% 1.24 %.07 %.5% 3.1 1. %7% 0.12 %.6% -0.2% -4.3% -3.7% -5.8%Capital Investment Trend In India 32.45% 31.64% 31.17% 33.38% 33.64% 33.51% 33.69% 17.52% 11.20% 8.45% 8.78% 7.06% 1.15% FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 -7.10% GFCF (y-o-y change) Investment as % of GDP 66.52% 34.15% 33.43% 31.54% 34.43% 34.91% 33.58% 32.11% 34.00% 34.52% 34.31% 32.06% 33.28% 34.57% 34.66% 31.72% 33.91% 15.30% 16.00% 11.71% 3.60% 6.37% 6.43% 6.73% 5.58% 8.44% 9.34% 6.05% 6.65% 6.70% 5.23% 9.41% Source: Ministry of Statistics & Programme Implementation (MOSPI) On quarterly basis, GFCF exhibited a fluctuating trend in quarterly growth over the previous year same quarter. In FY 2024, the growth rate moderated to 6.05% in March quarter against the previous two quarter as government went slow on capital spending amidst the 2024 general election while it observed an improvement in Q1 FY 2025 by growing at 6.65% against 6.05% in the previous quarter and moderated in the subsequent two quarter. On yearly basis, the growth rate remained lower compared to the same quarter in the previous year during FY 2025. The GFCF to GDP ratio measured 33.91% in Q4 FY 2025. Private Consumption Scenario 149 22-1202-1Q 22-1202-2Q 22-1202-3Q 22-1202-4Q 32-2202-1Q 32-2202-2Q 32-2202-3Q 32-2202-4Q 42-3202 1Q 42-3202-2Q 42-3202-3Q 42-3202-4Q 52-4202-1Q 52-4202-2Q 52-4202-3Q 52-4202-4Q Quarterly Capital Investment Trend in India GFCF (y-o-y) Investment To GDP Ratio Private Consumption Trend in India (PFCE Growth) 11.68% 7.47% 7.20% 5.17% 5.56% FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 -5.29%18.05% 19.35% 13.65% 11.04% 8.98% 8.28% 8.15% 7.41% 6.23% 5.69% 6.23% 6.41% 5.95% 2.41% 2.14% 2.95% Sources: MOSPI Private Final Expenditure (PFCE) a realistic proxy to gauge household spending, observed growth in FY 2025 as compared to FY 2024. However, quarterly data indicated some improvement in the current fiscal as the growth rate improved over the corresponding period in the last fiscal. Inflation Scenario The inflation rate based on India's Wholesale Price Index (WPI) exhibited significant fluctuations across different sectors from January 2024 to May 2025. The annual rate of inflation based on All India Wholesale Price Index (WPI) number is 0.39% (provisional) for the month of May 2025 (over May 2024). Positive rate of inflation in May 2025 is primarily due to increase in prices of manufacture of food products, electricity, other manufacturing, chemicals and chemical products, manufacture of other transport equipment and non-food articles etc. By May 2025, Primary Articles (Weight 22.62%), The index for this major group decreased by 0.05 % to 184.3 (provisional) in May 2025 from 184.4 (provisional) for the month of April 2025. Price of minerals (-7.16%) and non-food articles (-0.63%) decreased in May 2025 as compared to April 2025. The price of food articles (0.56%) increased in May 2025 as compared to April 2025. Moreover, power & fuel, the index for this major group declined by 0.95% to 146.7 (provisional) in May 2025 from 148.1 (provisional) for the month of April 2025. Price of mineral oils (-2.06%) decreased in May 2025 as compared to April 2025. The price of coal (0.81%) and electricity (0.80%) increased in May 2025 as compared to April 2025. Furthermore, Manufactured Products (Weight 64.23%), The index for this major group remained unchanged at 144.9 (Provisional) in May 2025. Out of the 22 NIC two-digit groups for manufactured products, 10 groups witnessed an increase in prices, 9 groups witnessed a decrease in prices and 3 groups witnessed no change in prices. Some of the important groups that showed month-over-month increase in prices were other manufacturing; manufacture of other non-metallic mineral products; computer, electronic and optical products; pharmaceuticals, medicinal chemical and botanical products and textiles etc. Some of the groups that witnessed a decrease in prices were manufacture of food products, basic metals; rubber and plastics products, chemical and chemical products and electrical equipment etc. in May 2025 as compared to April 2025. 150 22-1202-1Q 22-1202-2Q 22-1202-3Q 22-1202-4Q 32-2202-1Q 32-2202-2Q 32-2202-3Q 32-2202-4Q 42-3202 1Q 42-3202-2Q 42-3202-3Q 42-3202-4Q 52-4202-1Q 52-4202-2Q 52-4202-3Q 52-4202-4Q Quarterly Private Consumption Trend in India, PFCE (Y-o-Y Growth)10.00% 8.00% 6.00% 4.00% %")*$ #"#&$ %"’!$ ’"%+$ ’"(’$ %")+$ %"’&$ %"+)$ %"+’$ %"*+$ %"%+$ 2.00% !"##$ !"%!$ !"%&$ ’"’($ !",+$ !"#($ 0.00% -2.00% -4.00% -6.00% Source: MOSPI, Office of Economic Advisor Retail inflation rate (as measured by the Consumer Price Index) in India showed notable fluctuations between January 2024 and May 2025. Overall, the national CPI inflation rate moderated to 0.99% by May 2025, indicating a gradual easing of inflationary pressures across both rural and urban areas. Rural CPI inflation peaked at 10.69% in October 2024, declining to 0.95 % in May 2025. Urban CPI inflation followed a similar trend, rising to 11.09% in October 2024 and then dropping to 0.96% in May 2025. CPI measured above 6.00% tolerance limit of the central bank since July 2023. As a part of an anti-inflationary measure, the RBI has hiked the repo rate by 250 bps since May 2022 and 8 Feb 2023 while it held the rate steady at 6.50 % till January 2025. On 6th June 2025, RBI reduced the repo rate by 50 basis points which currently stands at 5.50%. Sources: CMIE Economic Outlook Growth Outlook 151 42-naJ 42-beF 42-raM 42-rpA 42-yaM 42-nuJ 42-luJ 42-guA 42-peS 42-tcO 42-voN 42-ceD 52-naJ 52-beF 52-raM 52-rpA 52-yaM Monthly (Y-oY) Change in WPI , (2011-12) Overall WPI Fuel & Power Primary Article Manufactured Y-o-Y Growth in Monthly Consumer Price Indices (2011-12 Series) 8.30% 8.66% 8.52% 8.70% 8.69% 9.36% 10.87% 9.24% 9.04% 8.39% 5.42% 5.66% 5.97% 3.75% 2.69% Rural Urban India 1.78% 0.99% 6.25 6.50 6.50 6.25 4.90 6.00 6.25 4.40 6.25 5.50 5.90 4.00 4.00 02-rpA 02-nuJ 02-guA 02-tcO 02-ceD 12-beF 12-rpA 12-nuJ 12-guA 12-tcO 12-ceD 22-beF 22-rpA 22-nuJ 22-guA 22-tcO 22-ceD 32-beF 32-rpA 32-nuJ 32-guA 32-tcO 32-ceD 42-beF 42-rpA 42-nuJ 42-guA 42-tcO 42-ceD 52-beF 52-rpA 52-nuJ Repo Rate %The Union Budget 2025-26 has laid the foundation for sustained growth by balancing demand stimulation, investment promotion and inclusive development. Inflation level is reaching within the central bank's target; the RBI may pursue further monetary easing that will support growth. The medium-term outlook is bright, fueled by the emphasis on physical and digital infrastructure spending. With a focus on stimulating demand, driving investment and ensuring inclusive development, the budget introduces measures such as tax relief, increased infrastructure spending and incentives for manufacturing and clean energy. These initiatives aim to accelerate growth while maintaining fiscal discipline, reinforcing India’s long-term economic resilience. The expansion of tax relief i.e zero tax liability for individuals earning up to INR 12 lacs annually under the new tax regime is expected to strengthen household finances and, consequently, boost consumption. The external sector remains resilient, and key external vulnerability indicators continue to improve. However, tariff-related uncertainty is likely to weigh on exports and investment, prompting us to cut our FY26 GDP growth forecast to 6.3%. Product Profile: Steel Tubes & Pipes Steel is the primary force behind industrialization, and manufacturing sector. Without steel most of the products in day today life would be impossible, such is the extent of steel usage in every equipment used across the world. Steel production and consumption is one of the key parameters for evaluating a country’s economic progress as this metal is an important raw material and yet it is an important intermediate product. Steel is categorized as liquid, crude and finished based on the form in which it is produced, while based on composition, steel is segmented as alloy and non-alloy steel. When steel is in its alloy form, it becomes stainless steel, while in a non-alloy form carbon is added in varying quantities. The key types of steel in its composition, form and end-use is listed below: Source: Ministry of Commerce and Industry Structure of Indian Steel Industry: 152Source: D&B Analysis The Indian steel industry produces a diverse range of long and flat steel products. Long or Non Flat products, primarily manufactured through hot rolling or forging of blooms, billets, or ingots, are typically supplied in straight lengths or cut lengths, with wire rods being a notable exception as they are supplied in coiled form. This segment encompasses various types such as bars and rods, including high-strength thermo-mechanically treated (TMT) bars widely used in construction, and structural steel, comprising angles, channels, beams, and fabricated sections essential for infrastructure development. Railway materials also fall under this category, catering to the growing Indian rail network. Flat products, on the other hand, are produced from slabs or thin slabs in rolling mills utilizing flat rolls. This segment includes hot-rolled (HR) coils and cold-rolled (CR) coils, with CR coils undergoing further processing to achieve enhanced surface finish, reduced thickness, and tailored mechanical properties. Types of Steel Tubes and Pipes: Steel tubes and pipes are a type of steel product that possess a hollow interior with varying diameters. These products are made of diverse shapes, sizes and grades to suit a wide variety of industrial end-user applications. Steel tubes and pipes are made of stainless steel, in its alloy form, carbon steel in its non-alloy form and ductile iron pipe, which is available as a type of pipe for specific applications. A detailed categorization on the types of steel tubes and pipes are captured in the chart below: 153Source: Indian Brand Equity Foundation, Ministry of Commerce and Industry. Attributes and Technical Specifications of Steel Tubes and Pipes Types of Size of Pipes Manufacturing Process Key Applications Pipes High pressure conditions in Oil & Gas Piercing ingots/billets of steel at Seamless 0.5”- 14” exploration, drilling, boiler, automobiles, a high temperature pipelines and refineries Low pressure applications in cross- Spiral 18”- 120” Spirally welding hot rolled coils country line pipes for Oil & Gas HSAW transportation Longitudinally submerged arc- High-pressure application, cross-country LSAW 16”- 50” welding of steel plates line pipes for Oil & Gas transportation Low/medium pressure application, Hot rolled steel coils using an application in urban and rural ERW 0.5”- 22” electrical resistance welding infrastructure, industrial application in process engineering, automobile and process industry Diameter: Water, gas, air, steam, sewage, water 0.5”-20” Black Steel wells, mechanical hot water circulation in Thickness: Forged and Threaded Pipe a boiler system, general engineering 1mm – 12.7 purpose mm Coated with zinc layers. 15mm – Generally screwed & socketed Carrying water in homes and commercial GI Pipe 200mm plain beveled cut ends in the buildings, structural applications pipe are used Ductile Iron 100mm – Manufactured in multiple grades Transporting water for drinking water Pipe >300mm to achieve high ductility and application, sewage treatment, and 154Types of Size of Pipes Manufacturing Process Key Applications Pipes tensile strength industrial water supply. Source: D&B Analysis Global Steel Industry The global steel sector continues to grapple with enduring challenges, many of which are expected to worsen through 2025 and beyond. Despite modest demand growth, numerous capacity expansion plans are underway, potentially exacerbating global oversupply. This could lead to lower capacity utilisation rates, placing further downward pressure on steel prices and industry profitability. Regional demand dynamics remain mixed, while markets in ASEAN and MENA are witnessing robust growth, demand is weakening in China and staying largely stagnant in OECD nations. Market competition is increasingly distorted by government subsidies, especially in regions like China, ASEAN, and MENA. Notably, Chinese subsidies represent a significantly larger share of company revenues, reportedly ten times greater than those in OECD countries, encouraging inefficient capacity expansion and investments with limited commercial viability. Concurrently, China's steel exports have surged, sparking a wave of trade defense measures and heightened concerns over circumvention tactics. These developments highlight the pressing need to address non-market practices contributing to global market imbalances. Moreover, the oversupply problem is hindering progress in steel decarbonization. Although several companies are investing in cleaner technologies, advancement varies widely due to inconsistent access to renewable energy and high-grade raw materials. Over time, these disparities could reshape both production locations and global trade flows in the steel industry. Global Crude Steel Production: The global crude steel industry appears to have entered a phase of maturity, with production largely stabilizing around 1,880–1,960 million tonnes over the past five years. This steady trend suggests that the rapid growth driven by post-pandemic recovery has tapered off, giving way to a more balanced supply-demand environment. Factors such as slowing industrial expansion in key regions, rising energy costs, and structural adjustments—especially in China’s steel sector—are shaping a cautious outlook. The minimal year-on-year fluctuations indicate a shift from aggressive output growth to efficiency and sustainability-focused strategies. Global Crude Steel Production (In Million Tonnes) 1,963 1,904 1,889 1,883 1,885 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 Source: World Steel Association Global crude steel production has remained largely stable over the past five years, ranging between 1,883 and 1,963 million tonnes. The post-pandemic surge in 2021 was short-lived, with output gradually softening in subsequent years, reaching 1,885 million tonnes in 2024, down 1% from 2023. This moderation reflects not only economic uncertainties and high energy costs but also slowing construction demand, rising environmental regulations, and global overcapacity concerns. The trend signals a mature market, increasingly focused on sustainability and efficiency over expansion. 155Global Finished Steel Production: Finished steel production serves as a key indicator of downstream industrial activity, as it directly reflects the health and momentum of end-use sectors such as construction, automotive, infrastructure, consumer durables, and heavy machinery. Unlike crude steel, which primarily indicates upstream capacity, finished steel production captures actual demand and consumption readiness across value chains. Its trends are closely intertwined with global economic cycles, investment flows, and industrial output in both developed and emerging economies. Fluctuations in finished steel output can signal broader shifts in macroeconomic conditions, trade policies, raw material availability, and the intensity of infrastructure or housing development. Moreover, as countries pursue decarbonization, digitization, and re-shoring strategies, the structure of steel demand is evolving—often favoring higher-quality, customized, or lighter steel grades, further influencing production patterns. Thus, tracking finished steel production provides a more refined lens into global economic resilience, policy direction, and sector-specific transformations. Global Finished Steel Production (in Million Tonnes) 1,843 1,790 1,778 1,778 1,742 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 Source: World Steel Association Global finished steel production has shown a fluctuating trend over the five-year period from CY 2020 to CY 2024. After recovering from the pandemic-induced slowdown in CY 2020 (1,790 MT) and peaking in CY 2021 at 1,843 MT, production has been on a consistent decline. The output dropped to 1,778.3 MT in CY 2022, further to 1,778.1 MT in CY 2023, and reached 1,742 MT in CY 2024. This downward trajectory post-2021 suggests a combination of factors such as reduced demand from key sectors like construction and automotive, economic slowdowns in major producing regions, supply chain disruptions, and a growing global focus on decarbonization and energy efficiency, which may have impacted capacity utilization and production planning. Global Per Capita Consumption of Finished Steel: 156Global Per Capita Consumption of Finished Steel CY 2020-24 (In Kilogram) 233.1 228.4 223.1 221.1 214.7 CY2020 CY2021 CY2022 CY2023 CY2024 Source: World Steel Association The per capita consumption has shown a declining trend from 2021 to 2024 after a slight rise in 2021. Starting at 228.4 in CY2020, it peaked marginally at 233.1 in CY2021 but has since dropped consistently to 214.7 in CY2024. A decline of nearly 8% over four years. This downward trajectory may indicate weakening consumer demand, a possible economic slowdown, or shifts in consumption patterns, warranting closer examination of sectoral and macroeconomic factors that influence this trend. Region Wise Comparison of Crude Steel, Finished Steel, and Per Capita Consumption in CY 2024: Crude Steel Production Finished Steel Production Per Capita Region (Million Tonnes) (Million Tonnes) Consumption (Kg) European Union (27) 126.3 130.1 290.7 Other Europe 45.0 53.3 285.5 Russia & Other CIS 72.4 59.1 203.2 + Ukraine North America 104.4 134.2 220.7 South America 41.7 42.3 95.5 Africa 28.1 37.9 25.4 Middle East 54.8 56.6 196.7 Asia 1,359.7 1221.8 283.2 Oceania 5.3 7.1 153.2 Source: World Steel Association Asia stands out as the dominant force in global steel production, with an overwhelming 1,359.7 million tonnes of crude steel and 1,221.8 million tonnes of finished steel produced. Despite its massive output, Asia's per capita consumption (283.2 kg) remains slightly lower than that of the European Union (290.7 kg) and Other Europe (285.5 kg). This suggests that a significant portion of Asia's production might be exported or used in industrial capacities rather than directly reflecting domestic per-person usage. In contrast, the European Union, while producing a comparatively modest 126.3 million tonnes of crude steel, exhibits the highest per capita consumption, indicating a more intensive domestic utilization of steel in infrastructure, automotive, and manufacturing sectors. North America, with 104.4 million tonnes of crude steel and 134.2 million tonnes of finished steel, showcases a notable divergence between crude and finished steel volumes. This gap suggests North America likely imports semi-finished products or places greater emphasis on value-added processing. Its per capita consumption of 220.7 kg is moderate, reflecting a well-developed but possibly plateauing industrial demand. Meanwhile, regions like Russia & Other CIS + Ukraine and the Middle East show strong production figures (72.4 Mt and 54.8 Mt respectively), but lower per capita consumption (203.2 kg and 196.7 kg), hinting at either export-driven production or limited domestic industrial utilization. 157On the lower end of the spectrum, Africa and South America register the smallest steel outputs, with Africa producing only 28.1 million tonnes of crude steel and consuming just 25.4 kg per capita, the lowest globally. This highlights significant gaps in industrial development and infrastructure usage across the continent. Oceania, while producing a marginal 5.3 million tonnes of crude steel, shows a relatively higher per capita consumption of 153.2 kg, suggesting efficient domestic usage or higher living standards and infrastructure demands relative to its population size. Overall, the data reveals stark regional disparities, shaped by differences in industrial maturity, population size, and economic structure. International Trade in Steel Tubes & Pipes Industry Overview on Global Export Trade: In recent years, steel exports from Europe and the Commonwealth of Independent States (including Ukraine) have seen significant declines. In contrast, exports from Asia and the Africa/Middle East regions have risen sharply, largely driven by China's rapid expansion in overseas shipments. In fact, China’s steel exports reached an all-time high of 118 million tonnes in CY 2024. The impact of low-cost steel exports has triggered a surge in trade protection measures. In CY 2024, 19 governments launched 81 antidumping investigations targeting steel products—five times more than the number initiated in CY 2023 and approaching the levels seen during the CY 2016 steel crisis. Nearly 80% of these cases were directed at Asian suppliers, with China alone being the subject of over one-third. Alongside these product- specific actions, many countries have also implemented broader trade measures, such as blanket tariff hikes across the steel sector. These developments highlight the growing influence of global overcapacity on international steel trade patterns. The overall exports of steel products globally is captured below: Global Steel Exports by Product CY 2020-24 (In Million Tonnes) 436.3 422.7 402.9 378.8 378.4 CY2020 CY2021 CY2022 CY2023 CY2024 Source: World Steel Association Between CY 2020 and CY 2024, global steel exports by product exhibited notable fluctuations, reflecting both market volatility and shifting trade dynamics. In CY 2020, exports stood at 378.8 million tonnes, a figure influenced by the pandemic-related disruptions. The sector rebounded strongly in CY 2021, reaching 436.3 million tonnes—the highest in the five-year period—driven by post-pandemic recovery and restocking demand. However, this momentum slowed in CY 2022, with exports falling back to 378.4 million tonnes, likely due to global inflationary pressures and geopolitical uncertainties. The following years showed a gradual recovery, with exports rising to 402.9 million tonnes in CY 2023 and further to 422.7 million tonnes in CY 2024. This recovery trend suggests improved demand, particularly in infrastructure and construction sectors, along with aggressive export strategies by major producers like China. Overall, while the period was marked by fluctuations, the latter years point toward a stabilizing global trade environment for steel products. 158Global Exports of Steel Tubes & Fittings: Steel tubes and fittings are critical components across sectors such as construction, oil & gas, water infrastructure, and renewable energy. Their demand is closely tied to global infrastructure investment, energy transitions, and industrial expansion. As economies recover and reorient post-pandemic, these products serve as essential enablers of large-scale pipeline networks, structural frameworks, and energy systems. The sector also reflects broader shifts in global trade patterns, with exports acting as a barometer of international project activity and geopolitical realignments. Global Export of Steel Tubes & Fittings CY 2020-24 (In Million Tonnes) 37.2 36.5 34.3 34.2 32.3 CY2020 CY2021 CY2022 CY2023 CY2024 Source: World Steel Association Between CY2020 and CY2024, global exports of steel tubes and fittings rose from 32.3 million tonnes to 37.2 million tonnes, registering a growth of approximately 15%. This increase was driven by infrastructure stimulus measures in countries like the U.S., which allocated over $1 trillion under the Infrastructure Investment and Jobs Act, and similar investments by the EU and China. The renewable energy sector also played a pivotal role—global solar and wind capacity additions exceeded 500 GW during this period, requiring significant volumes of steel components. Additionally, the Russia-Ukraine conflict accelerated diversification of energy supply routes, prompting new pipeline projects and increasing steel tube demand. Exports from Asian countries, particularly China, surged to meet demand in Africa, the Middle East, and Southeast Asia under initiatives like the Belt and Road. These data points reflect a resilient and steadily expanding global trade environment for steel tubes and fittings, despite challenges such as rising input costs and trade restrictions. The top 10 ranking for total exports and net exports are listed below: Major Global Exporters: The global steel export landscape in 2024 was dominated by China, which led both total and net exports by a significant margin. With total exports of 117.1 million tonnes and net exports of 108.4 million tonnes, China alone accounted for nearly a third of global steel trade. This surge is driven by the country’s massive overcapacity and relatively lower domestic demand growth, prompting Chinese steelmakers to aggressively push volumes into global markets. Japan and South Korea followed, with 31.2 and 28.0 million tonnes of total exports respectively, although their net exports (25.0 and 13.8 million tonnes) were much lower due to high import volumes, particularly in South Korea. The European Union collectively exported 27.8 million tonnes, but when looking at net exports, the region falls behind countries like Russia, Iran, and Brazil, indicating a more balanced trade flow within EU borders and between trading partners. Total Exports CY 2024 Net Exports CY 2024 Rank Country Million Tonnes Rank Country Million Tonnes 159Total Exports CY 2024 Net Exports CY 2024 1 China 117.1 1 China 108.4 2 Japan 31.2 2 Japan 25.0 3 South Korea 28.0 3 South Korea 13.8 European Union 4 27.8 4 Russia 9.8 (27) 5 Germany 22.6 5 Iran 9.0 6 Turkiye 17.0 6 Germany 4.3 7 Belgium 15.4 7 Brazil 3.9 8 Italy 15.0 8 Belgium 3.5 9 Viet Nam 13.4 9 Austria 3.5 10 Russia 12.3 10 Ukraine 3.4 Source: World Steel Association Interestingly, some countries appear on both the total and net export lists, but with very different rankings, reflecting differences in domestic consumption and import dependency. For example, Germany ranked fifth in total exports with 22.6 million tonnes but dropped to sixth in net exports with just 4.3 million tonnes, suggesting a strong internal demand and significant import reliance. Similarly, Belgium and Italy had substantial total exports (15.4 and 15.0 million tonnes respectively), but much lower net export positions, reflecting their role as both importers and exporters within tightly integrated regional markets like the EU. In contrast, countries like Iran and Brazil showed strong net export positions relative to their overall volumes, indicating a more outward-facing steel industry and possibly lower internal consumption. Russia and Ukraine also present notable cases. Despite facing geopolitical and economic challenges, Russia remained a top net exporter (9.8 million tonnes), supported by its resource-rich base and reduced domestic demand due to sanctions and economic contraction. Ukraine, though much lower on the total export scale (not in the top 10), still managed to achieve 3.4 million tonnes in net exports an impressive figure considering ongoing conflict and infrastructure destruction. These figures highlight how steel export dynamics are not only shaped by production capacity but also by domestic demand, geopolitical developments, trade policy shifts, and regional integration, all of which continue to reshape the global steel trade map. Major Global Importers: The ranking of top 10 countries involved in total imports and net imports of steel products are listed in the below table: Total Imports CY 2024 Net Imports CY 2024 Million Million Rank Country Rank Country Tonnes Tonnes 1 European Union (27) 42.8 1 United States 18.6 2 United States 27.3 2 European Union (27) 15.0 3 Turkiye 19.7 3 Mexico 14.3 4 Italy 18.5 4 Thailand 12.0 5 Germany 18.3 5 United Arab Emirates 8.6 6 Mexico 17.6 6 Philippines 7.5 7 Vietnam 17.2 7 Poland 6.7 8 South Korea 14.2 8 Iraq 5.0 9 Thailand 13.5 9 Saudi Arabia 4.6 10 Indonesia 12.8 10 United Kingdom 4.1 Source: World Steel Association The data reveals a nuanced picture of the global steel trade landscape, particularly when comparing total imports to net imports. The European Union (EU) leads in total steel imports with 42.8 million tonnes in 2024, significantly higher than any other region, indicating the bloc's vast industrial consumption and cross-border trade within its member states. However, in terms of net imports which measure imports minus exports the EU ranks second with 15.0 million tonnes, highlighting the region’s strong re-export capabilities. The United States, despite importing less overall at 27.3 million tonnes, tops the net import chart at 18.6 million tonnes, reflecting its heavy reliance on 160foreign steel for consumption with relatively lower outbound trade. Another notable insight is the role of emerging and mid-sized economies such as Mexico, Thailand, and the UAE. While Mexico ranks sixth in total imports (17.6 million tonnes), it ranks third in net imports at 14.3 million tonnes, indicating limited re-export or domestic production to offset imports. A similar pattern appears with Thailand and the Philippines, both of which have moderate import volumes but rank high in net imports. This suggests rising domestic demand driven by construction, infrastructure, and manufacturing growth, but an underdeveloped domestic steel industry that remains heavily dependent on imports. On the other hand, traditional industrial powers like Germany, Italy, and South Korea feature high in total imports but are absent from the net import top 10. This suggests a strong balance between imports and exports These nations likely act as both major consumers and processors or re-exporters of steel. This dynamic points to competitive domestic industries with established steel production and value-added processing capabilities. It also highlights the strategic role these countries play in global steel supply chains not just as end users, but as key players in trade, production, and distribution. Indian Steel Industry India continues to stand out as a key growth market in the global steel sector, with steel demand projected to rise by 8.5% in CY 2025, significantly outpacing the global average of 1.2%, as per the latest Short-Range Outlook by the World Steel Association. Since 2021, India has consistently led global steel demand growth, and this momentum is expected to persist into 2025. The anticipated surge is being driven by sustained expansion across all major steel-consuming industries, particularly infrastructure, where ongoing public and private investments are playing a crucial role. This positions India as a major contributor to global steel market stability amid slower growth elsewhere. Performance of Indian Steel Industry Item FY 2025 FY 2024 % Change Crude Steel Production 151.967 144.299 5.3% Total Finished Steel (Alloy / Stainless Steel and Non-Alloy) Production 146.560 139.151 5.3% Consumption 152.001 136.290 11.5% Source: Ministry of Steel, Government of India. India's crude steel production witnessed a 5.3% year-on-year increase in FY 2024-25, rising from 144.30 million tonnes to 151.97 million tonnes, while finished steel production grew by 5.3% to reach 146.56 million tonnes. This growth reflects the sector’s strong response to rising demand from infrastructure, construction, engineering goods, and capital equipment segments. Additionally, capacity additions by major steel producers, improved plant utilization rates, and technological upgrades have contributed to the consistent rise in output. Government-led capital expenditure programs and investments in railways, roads, and housing also created a steady demand base, justifying sustained production momentum. Steel consumption in FY 2024-25 rose sharply by 11.5% to 152.00 million tonnes from 136.29 million tonnes in the previous fiscal, outpacing both crude and finished steel production growth. This indicates a strong post- pandemic recovery in industrial activity and a demand-led pull across sectors like real estate, manufacturing, and clean energy projects. Additionally, increased offtake by MSMEs, coupled with rural demand in sectors like agri- infrastructure and warehousing, further accelerated consumption. The widening gap between consumption and production also points to temporary import dependency or inventory drawdown, highlighting the need for further capacity augmentation and supply chain efficiency to meet domestic needs more effectively. Domestic Production & Consumption Scenario India's crude steel production has demonstrated steady growth over recent years, driven by rising infrastructure development, industrial expansion, and government initiatives like the National Steel Policy and Make in India. The country has emerged as the world’s second-largest steel producer, with consistent investments in capacity expansion, modernization of existing plants, and enhanced raw material security. Growth has also been supported 161by strong domestic demand, particularly from construction, railways, and capital goods sectors. Finished steel production and consumption in India have largely kept pace with crude steel output, reflecting robust downstream demand. While consumption dipped briefly during the pandemic, it rebounded strongly, supported by increased spending on infrastructure, real estate revival, and growth in sectors such as automotive and engineering. Ongoing urbanization, rural connectivity projects, and PLI schemes for steel-intensive industries continue to drive demand, positioning India as a key growth market amid global steel demand stagnation. Historical Crude Steel Production Trends in India India ranked as the world’s second-largest crude steel producer in CY 2024, according to provisional data released by the World Steel Association on January 24, 2025. India’s domestic crude steel production is a vital indicator of its industrial growth and infrastructure development. As one of the fastest-growing major economies, India’s steel sector plays a central role in supporting key sectors like construction, transportation, automotive, and capital goods. The government’s policy push through initiatives like the National Infrastructure Pipeline (NIP), Production Linked Incentive (PLI) scheme for specialty steel, and Make in India has further catalyzed capacity expansion and modernization across public and private sector steelmakers. India Domestic Crude Steel Production FY 2021-24 (In Million Tonnes) 151.967 144.299 127.197 120.293 103.545 FY2021 FY2022 FY2023 FY2024 FY2025 * Source: Ministry of Steel, Government of India *= Provisional Between FY 2021 and FY 2025, India’s crude steel production grew at a strong CAGR of 10.07%, rising from 103.545 MT to 151.967 MT. This sharp growth reflects a robust post-pandemic recovery, improved capacity utilization, and increased capital investments in steel plants. The upward trend highlights India's expanding domestic demand, strong government-led infrastructure spending, and rising self-reliance in steel production to meet both domestic and export needs. Historical Finished Steel Production & Consumption Trends in India The growth in finished steel production has been backed by a rise in domestic steel consumption on account of growing economic activities in the country, supported by an increase in infrastructure and construction spending by the government, a rise in automobile and consumer durable demand, among others. 162 402.69 198.49 795.311 257.501 691.321 398.911 351.931 192.631 065.641 100.251 Total Finished Steel (Alloy+Non-Alloy) (In Million Tonnes) FY2021 FY2022 FY2023 FY2024 FY2025* Production ConsumptionSource: Ministry of Steel, Government of India *= Provisional Total Finished Steel Production – o India’s finished steel production has witnessed strong growth over the past five years, rising from 96.20 million tonnes in FY 2021 to 146.560 million tonnes in FY 2025, reflecting a 34.36% increase over the period. o This translates to a healthy Compound Annual Growth Rate (CAGR) of approximately 11.10% between FY 2021 and FY 2025. The growth has been driven by rising demand from sectors like construction, capital goods, railways, and automotive, supported by government infrastructure spending and industrial recovery post-pandemic. o Despite global uncertainties and cost pressures, the production trend indicates continued strength in domestic manufacturing, with Indian steelmakers scaling up capacity and operating efficiency. This robust growth reflects the sector’s central role in India’s industrial expansion and economic development. Total Finished Steel Consumption- o India’s finished steel consumption has shown a consistent upward trajectory over the last five years, highlighting the country’s expanding industrial and infrastructure base. Starting at 94.89 million tonnes in FY 2021, consumption rose to 152.00 million tonnes in FY 2025, marking a 37.57% increase during the period. o This translates to a Compound Annual Growth Rate (CAGR) of approximately 12.50% between FY 2021 and FY 2025. The sharp rise reflects increasing demand from construction, automotive, railways, engineering, and capital goods sectors. o The sustained demand growth reinforces India’s position as one of the fastest-growing steel-consuming economies globally, supported by a broad-based industrial push, government infrastructure programs, and the growing emphasis on domestic manufacturing across sectors. Historical Per Capita Consumption of Finished Products Trends in India Per Capita Consumption of Finished Products in India, FY 2020-FY2024 (In Kilogram) 97.7 86.7 74.1 77.2 CY 2021 CY 2022 CY 2023 CY 2024 Source: World Steel Association India's per capita steel consumption has exhibited a steady upward trajectory from 74.1 kg in CY 2021 to 97.7 kg in CY 2024, reflecting a cumulative growth of nearly 32% over three years. This surge underscores the rising intensity of steel usage across critical sectors like infrastructure, construction, automotive, capital goods, and rural development. The recovery in 2021, marked by a rebound from pandemic disruptions, was driven by pent-up demand and accelerated execution of government-funded infrastructure projects. Growth continued in subsequent years, bolstered by flagship programs such as the National Infrastructure Pipeline (NIP), PM Gati Shakti, Bharatmala, Smart Cities Mission, and affordable housing initiatives under PMAY. These policy thrusts created large-scale demand for steel in highways, urban transit, power transmission, and residential segments. India's industrial and manufacturing base has also been expanding under schemes like Production Linked Incentives (PLI) and Make in India, stimulating steel-intensive sectors. The rural economy's gradual shift toward mechanization and better connectivity has further added to steel uptake. Importantly, the rise to 97.7 kg per person 163in 2024 signifies India’s transition toward a more urbanized and industrialized economy, although still trailing the global average of ~230–240 kg, highlighting substantial room for growth. Looking ahead, as India moves toward its USD 5 trillion GDP target, per capita steel consumption is projected to rise further, supported by mega infrastructure projects, growing real estate needs, rapid urban expansion, and a stronger focus on logistics and manufacturing competitiveness. To sustain this momentum, ensuring adequate domestic production capacity, improving supply chains, and promoting low-carbon steel technologies will be critical. Steel Production by Major Producers Steel Key Production % Y-o-Y Other Players Y-o-Y Type Manufacturers (Mn ton) Share Growth Contribution (Mn Growth (%) Ton) (%) • Steel Authority of India • Rashtriya Ispat Crude Nigam Limited 86.221 57% 0.4% 65.746 12.6% Steel • TSL Group • AM/NS • JSWL Group • JSPL • Steel Authority of India • Rashtriya Ispat Finished Nigam Limited 80.046 55% 2.3% 66.513 9.2% Steel • TSL Group • AM/NS • JSWL Group • JSPL Source: Ministry of Steel, Government of India Crude Steel Production : In the Indian steel industry, key integrated producers—comprising Steel Authority of India (SAIL), Rashtriya Ispat Nigam Limited (RINL), Tata Steel Group (TSL), ArcelorMittal Nippon Steel (AM/NS), JSW Steel (JSWL), and Jindal Steel & Power Ltd. (JSPL)—accounted for 86.22 million tonnes of crude steel production, representing 57% of the total national output. However, the year-on-year (Y-o-Y) growth in production from these major players was a modest 0.4%, indicating a near stagnation in capacity expansion or operational output during the period. This slowdown could be attributed to factors such as maintenance shutdowns, global price corrections, or cautious production strategies amid economic uncertainties. Conversely, other players—mainly comprising secondary producers, mini-mills, and re-rollers—contributed a significant 65.75 million tonnes, reflecting a robust 12.6% Y-o-Y growth. This rapid expansion among non- integrated producers suggests a growing decentralization of steel production in India. It also highlights the agility of small and mid-sized units in ramping up production to meet rising domestic demand, especially in regional markets and construction-led segments. The strong growth in this segment is a clear indicator of India’s maturing steel ecosystem, where smaller players are becoming increasingly relevant in the supply chain. Finished Steel Production In finished steel, the same group of leading steel manufacturers accounted for 80.05 million tonnes, or 55% of total output. This segment witnessed a 2.3% Y-o-Y growth from the top producers—an improvement over crude steel growth but still moderate when compared to the surge in overall demand. This suggests that while large players maintained stable output, they may have prioritized higher value-added products, downstream integration, or export diversification over volume growth. Given the increase in consumption in FY 2025, this limited 164production rise from top producers may also reflect supply-side constraints or a deliberate shift in product mix toward higher-margin segments. Meanwhile, other producers contributed 66.51 million tonnes of finished steel with a solid 9.2% Y-o-Y growth. This again underlines the importance of secondary and regional mills in bridging the demand-supply gap, particularly in segments like long products, TMT bars, structural steel, and standard pipes, which are essential for infrastructure and construction projects. These smaller mills, often operating closer to end-use markets, have demonstrated higher responsiveness to short-term demand spikes and lower input cost structures. Their expanding role emphasizes the need for policy support and formalization to further enhance their capacity and integration into the national steel framework. Overview of Indian Steel Pipes & Tubes Industry The consumption of steel tubes and pipes in India is on a promising upward trajectory, driven by various factors including infrastructure development, industrial growth, and increasing adoption of sustainable construction practices. The basic understanding of steel tubes and pipes are cylindrical structures made of steel that are generally in hollow shape. However, different shapes, sizes and grades are used to cater the requirements of various industries. Steel pipes are classified as tubes depending on specific diameters and application requirement. India is one of the established manufacturers of steel pipes globally, which is one of the most important sub- industries of the Indian steel sector. Construction, Railways, Oil & gas, agriculture, real estate, engineering, automobile and process industry are some of the key consumers of steel pipes and tubes. Various types of steel tubes and pipes along with its suitable applications are given in the following chart. Type of Steel Tubes & Pipes End-user Sector Seamless & Welded Tubes & Pipes Power Plants, Fertilizer Plants, Automobile Sector, Oil & Gas Industry, Construction Sector. Longitudinal SAW Oil & Gas Industry, Chemicals Plants Helical SAW Transportation Sector, Water Infrastructure, Pipeline Network Seamless Tubes & Pipes Chemical & Petrochemical Facilities, Shipbuilding, Oil & Gas Industry ERW Black Pipes Oil & Gas Industry, Agriculture, Automobile Sector, Telecom Network and Engineering Process Lines Galvanized Pipes (GP/GI Pipes) Construction Sector, Mechanical and Engineering Process Plants, Telecom Network and Water Infrastructure Hollow Section Tubes Transportation, Automobiles, Construction and Furniture The usage of steel tubes and pipes is significant in construction activities and building infrastructure. These materials are used in the construction sector for creating structural elements such as columns, beams, and trusses in order to provide strength and support the formation of building. They are also used in water infrastructure such as water supply for drinking water, plumbing, drainage, and sewerage systems. Apart from this, they are also used by manufacturing sector including oil and gas pipelines, agricultural equipment, automobile components, furniture, electrical cable conduits and process industry. The demand for structural steel tubes is increasing significantly, fueled by government initiatives such as the Viksit Bharat program aimed at infrastructural development, along with other initiatives such as Jal Jeevan (aimed at water pipeline infrastructure), Atal Mission for Rejuvenation and Urban Transformation - AMRUT, Pradhan Mantri Krishi Sinchayee Yojana - PMKSY (pipelines for irrigation of farm land), Command Area Development & Water Management - CADWM, National Gas Grid (providing pipeline infrastructure for natural gas transportation), Bharatmala (highway construction with boundaries and barricades) and so on. The series of multiple projects supports the growing trend towards pre-engineered buildings and sustainable construction methods, which favour the use of steel tubes over traditional materials like concrete. The increasing emphasis on sustainable construction practices is likely to enhance the role of steel tubes and pipes in modern infrastructure projects. Their lightweight nature and superior strength-to-weight ratios make them an attractive alternative to conventional material. While the outlook for steel tubes and pipes consumption remains positive, challenges such as fluctuating raw material prices and competition from imports may impact domestic producers. However, the ongoing push for 165self-reliance (Atmanirbhar Bharat) in manufacturing presents opportunities for local manufacturers to expand their market share. Overall, the increase in demand for steel tubes and pipes will contribute towards the country's growth and development, making them an important element of the country's infrastructure and manufacturing sectors. Production and Consumption Pattern of Steel Tubes and Pipes Between FY2020 and FY2025, India’s steel tubes and pipes industry witnessed a strong resurgence, with production increasing from 6.68 MTPA to 11.91 MTPA and consumption rising from 6.35 MTPA to 10.93 MTPA. This substantial growth, especially post-FY2021, underscores the structural shift towards industrial recovery, supply chain localization, and enhanced investment in midstream manufacturing capabilities. The five- year trend shows consistent year-on-year growth, driven by evolving domestic demand, particularly from sectors requiring high-performance piping solutions.. Steel Tubes and Pipes Production and Consumption Pattern of India (in MTPA) 11.91 10.93 9.68 8.79 8.05 7.28 6.68 6.35 6.32 5.9 5.41 5.63 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 Production Consumption Source: CMIE, D&B Analysis A key factor influencing this upward trajectory has been the broadening application of steel tubes across process and precision-driven industries, such as oil refining, shipbuilding, fertilizer plants, HVAC systems, and fluid transport engineering. These industries demand varied specifications, from spiral-welded and ERW tubes to cold-drawn seamless pipes, contributing to diversified production output. In particular, the shift towards higher- grade steel pipes for structural and fluid-handling use has boosted tonnage as well as value realization for manufacturers. From the supply perspective, capacity expansion by private and integrated steel players, along with the rising presence of MSME fabricators, has significantly contributed to meeting rising domestic demand. Advances in pipe-forming technology, quality control standards, and customization capabilities have allowed Indian manufacturers to cater to niche industrial requirements. At the same time, better logistics networks and improved distributor ecosystems have supported consumption growth, especially in Tier II and Tier III cities where urbanization and industrialization are accelerating steadily. Mild Steel Pipes & Tubes Overview MS pipes and tubes, short for Mild Steel pipes and tubes, are essential components in various industrial and domestic applications. MS pipes are made from mild steel, which is a low carbon steel containing less than 0.25% carbon. This low carbon content makes the steel easier to weld and shape, allowing it to be manufactured into various forms suitable for piping and tubing purpose. Prominent properties of mild steel are its ductility – where mild steel can be bent without breaking, weldability – where it can be easily welded into different shapes and affordability – available at lesser pricing that other types of steel due to its lightweight and lower production costs. MS steel pipes are manufactured using two main processes: seamless and welded, with welded pipes further classified into ERW and SAW types. Both methods are widely used in industries such as oil & gas, water 166distribution, and offshore projects. Manufacturing Process MS Steel pipes and tubes are made through proper material selection, where the quality and performance of the product is based on the quality of MS steel used in this process. Therefore, material selection is the most important process. This selected material, which is available in different grades of steel are then shaped into pipes through extrusion or rolling process to make a seamless pipe and tube. When the sheets are welded to form a pipe, it becomes welded MS steel pipe. These pipes are checked for quality control, where each batch undergoes rigorous testing to ensure it meets industry standards for strength, durability, and corrosion resistance. Based on the Manufacturing Process MS steel pipes and tubes are classified into • Seamless Pipes: Manufactured without welding seams, providing greater strength and uniformity, suitable for high-pressure applications. • Welded Pipes: Welded pipes are manufactured by rolling a steel plate or strip into a cylindrical shape and then joining the edges using various welding techniques. The edges are welded together using heat and pressure to create a strong and continuous seam. After welding, the pipe undergoes processes like seam trimming, heat treatment, sizing, and quality inspection to ensure durability and uniformity. There are three main methods of welded pipe manufacturing; however, we have focus on two types: ERW (Electric Resistance Welding) and SAW (Submerged Arc Welding) • ERW (Electric Resistance Welding): The process begins with hot-rolled steel coils or strips, which are uncoiled, levelled, and cut into the required widths for pipe formation. Using precision forming rollers, the steel strip is gradually shaped into a circular tube. The edges of the formed tube are then heated using high-frequency electric current and pressed together under controlled pressure, creating a strong and seamless-looking weld without the need for filler material. After welding, the excess weld bead is trimmed, and the pipe undergoes heat treatment to relieve stresses and enhance its mechanical properties. The pipe is then passed through sizing rollers to achieve the desired dimensions before being cut to the required lengths. ERW pipes are widely used in the steel industry for applications such as water pipelines, structural frameworks, furniture, fencing, and oil & gas transportation due to their cost-effectiveness, consistent quality, and efficient production process. • SAW (Submerged Arc Welding): In the steel manufacturing industry, the Submerged Arc Welding (SAW) process is an essential method for producing high-strength welded pipes used in critical applications such as oil & gas pipelines, water transmission, and structural projects. The process starts with steel plates or coils, which are shaped into a cylindrical form either longitudinally (LSAW – Longitudinal Submerged Arc Welding) or helically (SSAW or HSAW – Spiral Submerged Arc Welding). Welding is performed using the submerged arc technique, where an electrode and welding arc are covered by a flux layer, protecting the weld from contamination and ensuring deep penetration for a strong, defect-free joint. After welding, the pipes undergo heat treatment to improve mechanical properties, followed by thorough inspection and testing to meet industry standards. The final step involves sizing the pipes to precise specifications, making them ideal for demanding applications such as offshore projects and large-scale fluid transportation. The SAW process is widely utilized in the steel industry due to its capability to produce thick-walled, durable, and high-performance pipes. The classic difference between seamless and welded MS pipes are captured below: Parameter Seamless Pipes Welded Pipes Manufacturing Made from a single piece of metal without Formed by welding together metal sheets Process seams, through extrusion or piercing. or strips, creating a seam. Strength Absence of seams offer high strength, Welded seam can be a weak point, so has ability to withstand high pressure and lesser strength, with the ability to loads. withstand about 20% less pressure than seamless pipes. Length Shorter due to manufacturing constraints. Can be produced in long continuous 167Parameter Seamless Pipes Welded Pipes lengths without limitation. Size Availability Usually available in smaller nominal sizes Available in a wider range of sizes, (up to 24 inches). including larger diameters. Corrosion More resistant to corrosion as there are no More prone to corrosion at the weld Resistance welds that can corrode. areas, which may reduce overall corrosion resistance. Surface Quality Rougher surface finish due to the Smoother surface finish as the sheets are extrusion process. welded and finished post-manufacturing. Cost More expensive due to complex More economical, especially for larger manufacturing processes. sizes due to simpler production methods. Testing Do not require testing for weld integrity Must undergo testing for weld integrity Requirements since there are no seams. before use to ensure safety and reliability. Applications Suitable for high-pressure, high- Commonly used in low-pressure temperature, and corrosive environments applications such as water supply (e.g., oil and gas industries). systems and structural applications where cost is a concern. Electric Resistance Welded (ERW) pipes are replacing seamless pipes in the high- pressure, high-temperature and corrosive environment applications. Wall Thickness Often has inconsistent wall thickness, Has more consistent wall thickness which can be thicker overall. across the length of the pipe. Ovality and Provides better roundness and ovality due May have poorer roundness compared to Roundness to uniform manufacturing process. seamless pipes due to the welding process. Seamless pipes are preferred in applications requiring high strength and resistance to pressure and corrosion, making them suitable for critical environments like oil and gas transportation. In contrast, welded pipes offer cost advantages and are ideal for general-purpose uses where high strength is not as critical. Choosing between seamless and welded MS pipes depends on specific project requirements such as pressure ratings, size availability, cost considerations, and the intended applications. Parameter Pipes Made Using HR Coil Pipes Made Using Narrow Pipes Made Using Width HR Coil Patra Coil Quality Highest quality due to Quality lies between HR coil Lowest quality uniform properties from the and patra coil pipes. Depends compared to HR and hot rolling process at high on slitting precision and narrow width coils. temperature. original coil quality. Thinner and narrower coils may contain secondary materials. Physical High strength, consistent Strength depends on original Lower strength than HR Properties thickness and width. Rough coil properties. Rough coil pipes. Rough surface surface finish due to hot surface finish. finish. rolling process. Applications Suitable for high-pressure Suitable for applications Suitable for non-critical applications like oil and gas requiring smaller diameter applications where low pipelines, industrial pipes with precise cost is prioritized over pipelines, construction, and dimensions but not high high performance. infrastructure projects. strength. Examples: Examples: fencing, low- automotive components, pressure liquid water supply, irrigation transportation pipes. systems, infrastructure components. Raw Material Width >1200 mm, thickness Width <500 mm. Thickness <3-4 mm, Specifications 2-6 mm. width <400 mm. 168Key Applications: Welded MS Steel Details Pipes & Tubes Applications Water and Sewage Welded MS pipes are commonly used for transporting potable water, irrigation Systems water, and sewage, benefiting from their corrosion resistance when properly coated Fire Protection Systems They are essential in fire sprinkler systems and hydrants, providing reliable water flow for firefighting. HVAC Systems Utilized in heating, ventilation, and air conditioning systems for transporting air and water, both hot and cold. Construction and Welded MS pipes serve as structural supports in building frameworks, bridges, pre- Infrastructure engineered buildings, and other infrastructure projects due to their strength and durability. Industrial Fluid They are used to transport various fluids, chemicals, and slurries in industrial Transport settings, making them suitable for processing plants. Agriculture Welded MS pipes are employed in irrigation systems and drainage solutions within Applications the agricultural sector. Marine and Offshore These pipes are also used in constructing platforms, jetties, and other structures Structures exposed to harsh marine environments. Automotive Welded MS pipes find use in exhaust systems and fuel lines due to their ability to Applications withstand high temperatures. Mining Operations Utilized for slurry conveyance and mine dewatering processes thanks to their durability. Chemical Processing Welded MS pipes transport chemicals within processing plants, ensuring safe handling of corrosive substances. Furniture Welded MS pipes are used to make variety of furniture, including bed frames, chairs, and book shelves, which is cost-effective than wooden furniture, offering similar durability. Welded MS pipes play a crucial role in various sectors due to their adaptability and strength, making them a popular choice for both structural and fluid transport applications. Application of Seamless MS Steel Pipes Seamless MS Steel Pipes Details & Tubes Applications Oil and Gas Industry Seamless MS pipes are extensively used for transporting crude oil, natural gas, and other fluids. Their seamless construction ensures reliability in high- pressure environments, making them suitable for both offshore and onshore drilling operations. Petrochemical Industry In petrochemical plants, these pipes are employed for the transportation of chemicals and raw materials. Their resistance to corrosion and high-pressure capabilities make them ideal for handling hazardous substances. Power Generation Seamless pipes are crucial in power generation facilities, used for steam generation, heat exchangers, and condensers. They facilitate efficient heat transfer and reliable operation under extreme conditions. Construction and These pipes serve various roles in construction, including structural support, Infrastructure plumbing systems, and HVAC applications. Their strength and durability make them suitable for load-bearing structures. Manufacturing Seamless pipes are employed in manufacturing processes across industries such as aerospace and machinery for conveying fluids and gases efficiently. Marine Applications Their durability and corrosion resistance make seamless MS pipes a popular choice in marine applications, including shipbuilding. Fertilizer Industry Used in high-pressure piping systems within fertilizer production processes, particularly in urea synthesis plants. Heat Exchangers Seamless MS pipes are commonly found in heat exchangers due to their 169Seamless MS Steel Pipes Details & Tubes Applications efficiency in transferring heat between fluids. In summary, the versatility of seamless MS pipes makes them essential in various sectors where strength, reliability, and performance under demanding conditions are critical Global Scenario: The global mild steel pipes and tubes market grew from USD 149.3 billion in FY 2021 to USD 180.9 billion in FY 2025, registering a moderate CAGR of 4.9%. This growth was primarily supported by the post-pandemic recovery in industrial activity and steady expansion in construction and infrastructure development, particularly in Asia, the Middle East, and parts of Africa. Investment in energy transport infrastructure—such as oil, gas, and water pipelines—also contributed to market demand, alongside a rise in prefabricated structures and lightweight construction practices in both residential and commercial sectors. The increasing demand for durable and cost- effective steel solutions in midstream applications bolstered market stability throughout the period. Global Mild Steel Pipes & Tubes Market in USD Bn 200.0 181.1 180.9 180.0 168.7 160.0 149.3 150.9 140.0 120.0 100.0 80.0 60.0 40.0 20.0 0.0 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Source: Primary Research, D&B Analysis However, the market experienced a slight deceleration in FY 2025, with the value marginally declining from the previous year. This softening is likely linked to global economic uncertainties, trade realignments, and temporary oversupply conditions in some regions. Additionally, fluctuating raw material costs and rising environmental compliance costs in steel production may have impacted pricing dynamics and short-term demand cycles. Despite this, the long-term fundamentals remain positive, with continued urbanization, energy infrastructure needs, and replacement of aging pipeline networks expected to sustain demand for mild steel pipes and tubes globally. Annual Production and Consumption of Global MS Pipe Production The global mild steel pipes and tubes industry plays a critical role in enabling infrastructure, energy transport, water supply, and industrial processing across both developing and developed economies. As a foundational component in sectors such as oil & gas, construction, automotive, and utilities, the market’s production and consumption trends are closely tied to macroeconomic cycles, capital investments, and regional industrial policies. The period from FY 2021 to FY 2025 reflects a phase of post-pandemic recovery, stabilization, and gradual restructuring in global supply chains. The following overview examines production and consumption dynamics during this period, highlighting key regional developments, growth patterns, and underlying drivers. Between FY 2021 and FY 2025, global production of mild steel pipes and tubes rose from 60.3 million tonnes to 68.6 million tonnes, marking a CAGR of 3.3%, while consumption increased from 52.6 million tonnes to 61.2 million tonnes, growing at a slightly higher CAGR of 3.9%. This steady growth reflects the normalization of industrial activity post-COVID and increasing demand from infrastructure rehabilitation, municipal pipeline 170upgrades, and manufacturing expansions. Importantly, the narrowing gap between production and consumption over this period indicates greater demand-supply alignment, improving operational efficiencies across global markets and reducing surplus capacity pressures. Global Mild Steel Pipes & Tubes Market in MTPA 80.0 69.2 68.6 70.0 66.1 60.3 63.1 61.9 61.2 58.6 60.0 55.5 52.6 50.0 40.0 30.0 20.0 10.0 0.0 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Production Consumption Source: Primary Research, D&B Analysis Asia-Pacific continued to dominate both production and consumption, driven by strong industrial bases in China and India. China’s domestic consumption remained stable despite moderating construction growth, while India’s demand surged due to large-scale government investment in roads, railways, and water infrastructure. Vietnam and Indonesia also saw increased demand due to expanding manufacturing footprints. In the Middle East, pipeline infrastructure expansion, especially in UAE, Saudi Arabia, and Qatar, sustained demand growth. These developments made Asia and the Gulf key consumption hubs during the period. In Europe, while consumption grew moderately due to infrastructure modernization and green building initiatives, production faced structural constraints. High energy costs, stricter carbon regulations, and industry consolidation limited supply growth. North America saw sustained demand from sectors like oil & gas, commercial construction, and municipal water systems, particularly in the U.S., where infrastructure stimulus packages played a crucial role. However, local producers contended with challenges such as supply chain bottlenecks and rising production costs, affecting competitiveness and output volumes. Africa and Latin America exhibited slower yet consistent consumption growth, with rising demand in water infrastructure, agriculture, and power distribution. Countries such as Nigeria, Kenya, and South Africa reported increasing use of mild steel pipes for irrigation and water delivery, while Brazil and Argentina gradually revived public works spending. However, due to limited manufacturing capabilities, these regions remained largely import-dependent. Initiatives to localize pipe production through new facilities and foreign investment are still in early stages but signal long-term potential for supply diversification. Overall, the period FY 2021–25 marked a phase of cautious recovery and incremental growth in the global mild steel pipes and tubes market. The stronger CAGR in consumption compared to production reflects robust end-use demand, particularly in emerging markets and energy-intensive sectors. Looking ahead, the focus will likely shift toward technology integration, sustainability, and regional capacity expansion to support rising infrastructure and utility demands. With ongoing geopolitical shifts and energy transitions reshaping global steel trade flows, the mild steel pipe industry is expected to evolve with more localized supply chains and product specialization, reinforcing its importance in global infrastructure development. Indian Market scenario: India’s mild steel pipes and tubes market expanded from USD 14.5 billion in FY 2021 to USD 22.3 billion in FY 2025, achieving a robust CAGR of 11.4%. This strong growth trajectory was supported by rising demand from 171midstream and downstream applications such as fabrication units, pre-engineered buildings (PEBs), and industrial sheds. The increasing shift toward modular and prefabricated construction methods—driven by time and cost efficiencies—further accelerated the use of mild steel pipes in commercial and semi-industrial infrastructure projects. In particular, the growing presence of logistics parks, warehousing hubs, and agri-processing facilities created consistent demand beyond core sectors like oil & gas or construction. India Mild Steel Pipes & Tubes Market in USD Bn 25.0 22.3 20.3 20.0 18.1 16.2 14.5 15.0 10.0 5.0 0.0 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 India Mild Steel Pipes & Tubes Market in USD Bn Source: Primary Research, D&B Analysis The market expansion was fueled by the rise of industrial activity in Tier II and Tier III cities, where improved access to finance, land, and transport infrastructure supported small and mid-sized enterprises. Utility infrastructure upgrades in rural and semi-urban regions—including irrigation networks, small-scale water supply lines, and renewable energy support structures—also drove consumption. Unlike traditional metro-driven growth, this phase saw broader regional dispersion of demand, highlighting the evolving nature of India's industrial landscape and the increasing relevance of mild steel pipes across diverse applications. Annual Production & Consumption of MS Pipes & Tubes in India India's mild steel pipes and tubes production increased from 6.1 million tonnes to 9.2 million tonnes, registering a CAGR of 10.8% between FY 2021-25, while consumption rose from 4.6 million tonnes to 7.1 million tonnes, reflecting a slightly faster CAGR of 11.5%. This parallel growth indicates strong alignment between domestic capacity expansion and rising end-user demand. Notably, increased private investments in industrial estates, logistics corridors, and process industries (like food, chemical, and textiles) fueled consistent offtake of mild steel tubes, especially in medium-pressure fluid transport and structural applications. India Mild Steel Pipes & Tubes Market in USD Bn 10.0 9.2 9.0 8.4 7.6 8.0 7.1 6.8 6.5 7.0 6.1 5.8 6.0 5.2 4.6 5.0 4.0 3.0 2.0 1.0 0.0 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Production Consumption Source: Primary Research, D&B Analysis 172The consumption side was further supported by the adoption of mild steel pipes in various secondary applications like scaffolding systems, greenhouse structures, and material handling setups across SME and MSME segments. As small manufacturers pursued capacity upgrades, the demand for cost-effective yet durable structural components such as ERW (electric resistance welded) and GI (galvanized iron) pipes witnessed steady growth. Additionally, government efforts to modernize agri-water distribution and rural electrification also bolstered offtake in non-urban geographies, contributing to a wider geographic spread in consumption patterns. From the production perspective, Indian pipe manufacturers increasingly adopted automated forming and welding technologies, enabling better yield and faster production cycles. This shift helped domestic players not only match rising domestic demand but also improve product consistency and quality, reducing reliance on imports. Additionally, the introduction of BIS certification norms across various categories helped standardize production while encouraging investment in compliance-ready manufacturing units. Overall, India's mild steel pipe and tube market in this period displayed a healthy and scalable growth model, balancing demand pull and production readiness. Key Demand Drivers The growth drivers for the Mild Steel (MS) pipes and tubes industry in India are multifaceted, influenced by infrastructure development, government initiatives, and sectoral demand. The key factors promoting production and consumption of MS pipes and tubes in India are listed as below: • Infrastructure Development o Government Initiatives – Programs such as the Jal Jeevan Mission, Nal Se Jal, Namami Gange, AMRUT, PMKSY (pipelines for irrigation of farm land), Command Area Development & Water Management - CADWM, National Gas Grid (providing pipeline infrastructure for natural gas transportation), Bharatmala (highway construction with boundaries and barricades) are significantly boosting demand for MS pipes. These initiatives focus on providing safe drinking water, improving sanitation, and pipeline infrastructure for natural gas which require extensive piping systems. o Transportation Projects – Investments in roads, railways, and urban infrastructure are driving the need for robust piping solutions, contributing to increased consumption of MS pipes. • Rising Demand in Key Sectors o Oil and Gas Industry – The oil and gas sector is a major consumer of steel pipes, with 7-12% of capital expenditure allocated to steel pipes for refining and distribution. The expansion of city gas distribution networks further fuels this demand. o Construction Sector – With over 50% of the total demand for steel pipes coming from the construction industry, ongoing residential and commercial projects continue to drive consumption. • Technological Advancements Continuous improvements in manufacturing processes have enhanced productivity and quality, allowing Indian manufacturers to compete effectively on a global scale. This includes advancements in welding technologies for producing high-quality ERW (Electric Resistance Welded) pipes. • Geographical Advantages India benefits from abundant raw materials, a skilled workforce, and relatively low production costs. These factors contribute to making India one of the leading manufacturing hubs for steel pipes globally. • Sustainability Trends There is a growing emphasis on sustainable practices within the industry, including the use of recycled materials and eco-friendly production methods. This trend aligns with global movements towards reducing carbon footprints in manufacturing. 173Export & Import of Steel Pipes & Tubes Historical Trend Analysis of Exports India has maintained strong export volumes of steel pipes & tubes, including both alloy and non-alloy variants, with steady demand from international markets. From FY2020 to FY2025, exports recorded a healthy 7.5% CAGR, driven by rising global demand and enhanced production capacities by Indian manufacturers. This upward trend underscores India’s growing stature as a reliable exporter in the global steel pipe and tube market. Exports of Steel Pipes & Tubes from India FY 2020-25 (In MTPA) 1.65 1.58 1.29 1.19 0.98 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Source: CMIE Industry Outlook The export market remained on a consistent upward trajectory except in FY2021, when outbound shipments declined to 0.9 MTPA due to the pandemic-induced disruptions. However, exports rebounded strongly with a 32% y-o-y growth in FY2022, reaching 1.19 MTPA. In FY2023, exports rose further by 8.4% y-o-y to 1.29 MTPA. This momentum carried into FY24, with a robust 22.5% y-o-y increase to 1.58 MTPA, and continued into FY2025 with exports touching 1.65 MTPA. The steady growth despite global uncertainties highlights the resilience and competitiveness of Indian steel pipe and tube exports. Key Export Markets In FY 2025, India’s steel pipes and tubes exports reflected a strong and diversified global footprint, highlighting the country’s growing relevance in the international steel trade. Rather than being concentrated in a single market, India’s exports were strategically distributed across a mix of developed economies, infrastructure-intensive Middle Eastern nations, and emerging markets across Africa and Asia. This distribution not only indicates healthy global demand but also reflects India's capability to cater to a wide spectrum of end-use requirements, from construction and energy to water management and industrial applications. 174Indian Exports of Steel Pipes and Tubes to key Countries by Volume share (%) FY 2025 UAE , 18.6% USA , 11.0% Others, 51.1% Saudi Arabia , 10.0% Canada , 5.6% Morocco , 3.7% Source: CMIE Industry Outlook In FY2025, the United Arab Emirates (UAE) emerged as the leading importer of Indian steel pipes and tubes by volume, followed closely by the USA and Saudi Arabia, reflecting strong demand from regions with significant infrastructure and industrial activity. These three countries formed the core of India’s export strategy, supported by Canada and Morocco, which secured the fourth and fifth positions respectively. The volume-based ranking highlights India’s strong presence in markets undergoing major construction, energy, and development projects. However, the ranking shifts when measured by export value, influenced by factors such as product specifications, grade, and logistics costs. Countries like the USA, UAE, and Indonesia often rank higher in value terms due to their preference for specialized or high-end steel pipes and tubes, resulting in better per-unit realization and showcasing India’s versatility in serving both bulk and premium markets. Historical Trend Analysis of Imports India continues to import steel tubes and pipes to bridge the demand-supply gap in specialized applications where domestic capabilities are either limited or still maturing. These imports cater to critical sectors such as oil and gas exploration, petrochemicals, and heavy engineering, where high-performance and corrosion-resistant pipes are essential. In addition, emerging demand from industries such as power generation (including nuclear and thermal), renewable energy (notably wind energy structures), aerospace, shipbuilding, chemical processing, and precision medical equipment has contributed to the need for technically advanced steel tubes and pipes. These segments often require customized grades, superior metallurgical properties, or global certifications - features not yet fully developed or widely produced in the domestic market. As a result, imports remain a vital supplement to India’s steel ecosystem, particularly for high-spec, application-specific requirements. 175Indian Imports of Steel Tubes and Pipes FY2020-25 (In MTPA) 0.69 0.66 0.53 0.50 0.50 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Source: CMIE Industry Outlook In FY 2025, India imported 0.66 million tonnes per annum (MTPA) of steel tubes and pipes, marking a 5.7% decline from 0.7 MTPA in FY 2024. This seemingly modest drop reflects a deeper structural shift toward self- reliance, as domestic manufacturing capabilities continue to evolve in response to both policy support and market demand. The Indian steel industry has been gradually enhancing its technological capabilities, product range, and quality standards, particularly in segments like seamless, alloy, and corrosion-resistant tubes, thereby reducing the need for imported alternatives. This progress is driven by government initiatives such as ‘Make in India’ and the Production Linked Incentive (PLI) scheme, which are incentivizing investment in capacity expansion and value- added production. Furthermore, increasing adoption of domestic products by core industries like oil & gas, power, chemicals, construction, automotive, and engineering indicates rising confidence in local suppliers. Factors such as global shipping disruptions, extended delivery timelines, and import compliance challenges (including quality certifications like BIS) have further strengthened the case for local sourcing. While imports still play a key role in meeting niche and highly specialized requirements particularly for sectors like aerospace, defense, and nuclear energy the overall decline in FY2025 underscores a positive trajectory toward reducing foreign dependence and building a more resilient, self-sufficient steel ecosystem in India. Although imports remain crucial for select applications, multiple factors are beginning to moderate the reliance on foreign suppliers: • Improved Domestic Product Range and Quality: Indian manufacturers have significantly expanded their product offerings, including advanced and high-grade steel tubes, which were earlier dependent on imports. This development has started substituting for a portion of the import demand. • Rising Investment in Indigenous Capabilities: With support from PLI schemes and a push for import substitution, several domestic steel makers have invested in upgrading their plants to produce seamless and high-pressure pipes, reducing the technology gap with global players. • Supply Chain Localization Initiatives: Key sectors such as defense, automotive, and energy are under government directives to increase domestic sourcing. This has led to closer collaborations between user industries and domestic steel suppliers, thereby reducing foreign procurement. • Improved Infrastructure and Logistics Ecosystem: India’s growing steel clusters and upgraded logistics networks have reduced lead times and costs, making local sourcing more attractive and reliable for time-sensitive industrial projects. • Import Licensing and Quality Control Measures: Tighter BIS certification norms and mandatory quality checks for imported steel products have created compliance hurdles for foreign suppliers, naturally encouraging the adoption of domestic alternatives. • Volatile Global Shipping and Geopolitical Risks: Frequent disruptions in global shipping routes and rising geopolitical tensions have highlighted the risks associated with over-dependence on imports. Domestic sourcing now offers a more stable and predictable supply chain. 176As India continues to strengthen its domestic manufacturing base for steel tubes and pipes, FY2025 marks a potential inflection point. While imports will likely persist for niche and high-spec requirements, broader trends point towards a gradual tapering of inbound volumes in favor of competitive and strategically resilient domestic supply chains. Key Import Markets Indian Imports of Steel Pipes and Tubes to Key Countries by Volume Share (%) FY 2025 Others, 20% Thailand , 3% Vietnam , 4% China , 62% Italy , 5% UAE , 6% Source: CMIE Industry Outlook In FY2025, three countries together accounted for 71% of India’s steel pipes and tubes imports, underscoring a high level of concentration in sourcing. China remained by far the largest supplier, commanding a dominant 62% share, driven by its vast production capacity, aggressive export pricing, and established supply chains. The UAE and Italy followed at a distant second and third, contributing 6% and 5%, respectively. Their presence reflects both proximity advantages and specialized product offerings. This import structure highlights India’s continued dependence on a few key markets for its steel pipe and tube requirements. The remaining 20% of imports were widely dispersed across various countries, none holding a major individual share. These include imports from both advanced economies and developing nations, where the share is spread thinly among countries such as Japan, Saudi Arabia, the USA, and others. Given China’s unparalleled production base and export competitiveness, its dominance in India’s import basket is expected to continue in the near future, although India may seek to diversify sourcing in response to evolving trade policies and domestic capacity ramp- up efforts. Demand Drivers – Mapping Demand Pattern in Key End-user Industries The demand for steel in the various end-user sector is driven by several key factors that highlight the material's essential role in various applications within the industry. The inherent desirable features of steel that offers durability and strength, corrosion resistance, long life span and recyclability drive demand for steel in these diverse end-user applications. Oil & Gas Industry: Oil and gas industry is the largest end-user that is driving the demand for steel tubes and pipes. Refineries, pipelines, gas terminals, storage capacity, gas cylinders bottling plans, retail outlets etc., require large amount of steel pipes. Oil and gas are generally transported through steel pipelines. Further, steel tubes and pipes are widely used in this sector for drilling and extraction operations. The Overall consumption of Petroleum products in the nation saw an increment of 4.6% to reach 233.3 MMT in FY 2024 from 223 MMT in FY 2023. The LPG consumption increased by 4% from 28 MMT during FY 2023 to 29 MMT in FY 2024. As on 01.06.2024, 177there are 326 Mn active LPG domestic connections by PSUs. Public-sector oil and gas companies have spent over INR 38,419 crore as capex in the first four months of the current financial year 2024-25, nearly 32.4% of the annual capex target of Rs 1.2 lakh crore, according to provisional data from the Petroleum Planning and Analysis Cell. Acknowledging the importance of oil and gas segment as a vital sector and directly contributing to energy security of the country, the government remain committed towards strengthening the oil & gas industry. It has gradually moved towards investor friendly and liberalized policies and reforms in the sector. Government of India’s recent initiatives to boost demand in domestic E&P sectors includes 100% FDI in E&P Projects, NELP & CBM Policies and Freight Subsidy Scheme. While substantial investment worth USD 36.53 billion is planned in Oil & Gas sector under the National Infrastructure Pipeline (NIP) for the next five years. Growth Scenario in Natural Gas Infrastructure Development ERW pipes are finding increasing application in city gas distribution network which is one of the fastest growing end-user segments of natural gas infrastructure. In India, city gas distribution sales were dominated by the CNG (Compressed Natural Gas) segment, owing to stringent environmental regulations and rapidly growing penetration of CNG fitted vehicles in India. It is predominantly used as auto-fuel and is CNG is economical and eco-friendly than conventional liquid auto fuels. Another area which finds its application is Piped Natural Gas (PNG). PNG is used in domestic, commercial, and Industrial segments. Natural Gas termed as PNG when it is supplied through an integrated network of Steel and PE (Poly ethylene) pipeline to end consumers. A phased wise development of CGD networks in different identified cities of the country including the cities approved under SMART Cities program is proposed by Petroleum and Natural Gas Regulatory Board (PNGRB), depending on the natural gas pipeline connectivity/natural gas availability Natural Gas Infrastructure in India is expected to witness substantial growth over the next decade. Driven by increasing usage across various end-user customer segments, the Government of India has come up with multiple reforms as they target to raise the share of Natural Gas in the primary energy mix to 15% by 2030 from around 7% currently (in 2019-20). This is a CAGR of around 7% for the projected period through 2030. The sector requires significant investments in the coming years to build up terminals, pipelines, etc. As per GAIL, India will be needing an investment of about Rs. 1.6 lakh crores over the next 5-8 years to expand the natural gas infrastructure. The capacity of RLNG terminals in India is expected to increase from 42.7 MMTPA in 2021-2023 to around 83 MMTPA by 2029-30, assuming all the existing and planned terminals in India would set up as planned. Moreover, India is expected to have its first floating LNG terminals at Chhara and Jafrabad, which will possibly commence operations in the second half of FY24. Further, the increase in production and exploration activities will drive the requirement of steel pipes in the industry. To create the National Gas Grid (One Nation, One Gas Grid) and increase the availability of natural gas across the country, PNGRB has authorised approximately 33,592 km natural gas pipeline network across the country. As per Ministry of Petroleum and Natural Gas (MoPNG), 23,173 km natural gas pipelines including spur lines, tie- in connectivity, Sub-Transmission Pipelines (STPL) and dedicated pipelines are operational in India currently and a total of 12,206 km length of pipelines are under various stages of construction. As of 2024, India has made significant progress with five interconnected regional grids, forming a national grid with an inter-regional transmission capacity exceeding 150 GW. One Nation One Grid The One Nation One Grid initiative in India aims to create a unified and interconnected electricity transmission network across the country. This initiative is crucial for enhancing the efficiency and reliability of power supply, particularly as India transitions towards a greater reliance on renewable energy sources. One of the primary objectives is to facilitate the evacuation of power generated from renewable energy sources, such as solar and wind, especially from remote locations to areas with high demand. This is essential for achieving the government’s target of 500 GW of renewable energy capacity by 2030. During the 26th session of the Conference of the Parties (COP26) to the United Nations Framework Convention on Climate Change (UNFCCC), which took place in Glasgow, United Kingdom, in November 2021, the 178Government of India has taken a target to reduce the carbon intensity of the economy by 45% and reduce the total projected carbon emission by 1 billion tonnes by 2030. The ultimate objective is to achieve a net-zero emissions target by the year 2070. The use of natural gas is also expected to receive significant impetus from the Government’s commitment towards clean energy under COP26. This is facilitated by the infrastructure based on One Nation One Grid policy. This policy will also facilitate the growth of transmission lines, where the Central Electricity Authority (CEA) has projected that India will need to add about 50,000 circuit kilometers (ckm) of transmission lines by 2029-30 to meet the growing renewable energy capacity. This expansion is vital for ensuring that the grid can handle increased loads and variable energy sources. City Gas Distribution The CGD network in India has expanded significantly in the past decade. As on December 2022, post completion of 11A CGD bidding round, 295 Geographical Areas (GAs) covering about 98% of the population and 88% of total geographical area of the country spread over around 630 districts in 28 States/UTs including all cities under these GAs, have been covered under the CGD network. As of September 2024, there are 7,259 CNG stations, 13.64 million domestic piped natural gas connections (PNG), 43,281 commercial PNG connections and 19,669 industrial PNG connections. This infrastructure keeps growing which directly has an influence on the demand for steel pipes and tubes. Construction Industry The construction sector and real estate development are significant drivers of demand for steel pipes and tubes in India. The industry can be further segmented into four sub-sections – housing, commercial, retail and hospitality. Of these, the residential segment contributes a majority share in the overall sector. The growth of the overall real estate industry also depends upon the growth in the corporate environment and the demand for office space, urban and semi-urban accommodations. Construction in the residential sector witnessed a slowdown during the pandemic, but bounced back within two years post-pandemic. The push for affordable housing leads to a surge in construction projects, which inherently increases the demand for various construction materials, including steel pipes and tubes. These materials are essential for plumbing, HVAC systems, and structural applications within residential buildings. To support this trend, both private housing developers and government policies are keen on increasing the number of household units in the country to accommodate the influx of population due to rapid urbanization. The Indian government has implemented several incentives designed to promote construction across various sectors, particularly focusing on infrastructure development, housing, and sustainable practices. These policies drive demand for construction and infrastructure development. Policy Initiative / Details Government Incentives Pradhan Mantri Awas Yojana Approved on 9th Aug’24, this scheme aims to construct 100,000 new houses (PMAY) – U 2.0 within 1st Sep2029, with financial subsidy of INR 250,000 per house Urban Infrastructure Established with an annual allocation of around USD 1.2 billion, the UIDF aims Development Fund (UIDF) to enhance infrastructure in Tier-2 and Tier-3 cities. This initiative supports projects that improve urban infrastructure, thereby driving construction activities in smaller cities Bharatmala Pariyojana and These ambitious infrastructure initiatives focus on improving road connectivity Sagarmala Project and port infrastructure across the country. They involve substantial investments that stimulate construction activities related to highways, roads, and transportation networks. Green Building Incentive The government promotes sustainable construction practices through initiatives like the Eco-Niwas Samhita and the Green Rating for Integrated Habitat Assessment (GRIHA), that assess buildings based on 34 criteria. States offer incentives such as increased floor-to-area ratio (FAR), property tax reductions, 179Policy Initiative / Details Government Incentives and subsidies for projects achieving green certifications. State Incentives for Green • Maharashtra leads in Green Building Incentives, with 373 LEED-Certified Buildings projects, totalling 10 million sq.meters • Karnataka ranks second with 301 LEED-Certified projects, covering 9.7 million sq.meters • Haryana has 139 LEED-Certified projects, followed by Telangana at 106 LEED-Certified projects. • Uttar Pradesh has 95 LEED-Certified projects and actively growing. The Indian government's incentives for promoting construction encompass a range of financial support mechanisms, regulatory simplifications, and initiatives focused on sustainability and skill development. These measures aim to stimulate growth in the construction sector, enhance infrastructure development, and promote affordable housing while addressing environmental concerns. As these incentives continue to evolve, they play a crucial role in shaping the future landscape of India's construction industry. Water Infrastructure Water infrastructure remains one of the most critical end-use sectors for steel tubes and pipes in India. This sector encompasses a wide range of applications including potable water supply systems (treatment plants, overhead tanks, and distribution pipelines), sewage networks, stormwater drainage, irrigation systems, and large-scale storage facilities such as reservoirs and dams. Steel pipes, particularly galvanised and seamless variants, are widely preferred for their durability, resistance to corrosion, and ability to withstand high pressure—qualities essential for both urban and rural water distribution systems. The increasing strain on India’s water infrastructure is evident, especially with rapid urbanization and rising per capita water consumption. In rural regions, steel pipes are extensively used in borewells, irrigation canals, and drip irrigation systems to support agricultural productivity. Meanwhile, urban areas are witnessing growing demand for corrosion-resistant piping in sewerage, greywater recycling, and rainwater harvesting systems. The expansion of smart cities and urban utilities is further accelerating investments into high-performance pipeline infrastructure, contributing to the growing usage of ERW and galvanized steel pipes. A looming water crisis is also pushing structural reforms and technological upgrades in India’s groundwater and surface water systems. With projections indicating that water demand will outpace supply by 2030, there's a significant push toward sustainable infrastructure. Programs like the Atal Bhujal Yojana—aimed at improving groundwater management through community-led interventions—highlight the urgency. Additionally, new digital monitoring systems, sensor-based water flow controls, and smart metering technologies are emerging, which in turn demand precision-grade steel tubing. As the country intensifies efforts toward efficient and resilient water ecosystems, the role of steel tubes and pipes will continue to deepen, especially in regions facing acute water stress and infrastructural gaps. Budgetary Allocation Towards Drinking Water and Sanitation FY 2022-26 (INR Billion) 765.38 773.54 741.92 662.51 557.85 FY2022 (A) FY2023 (A) FY2024 (A) FY2025 (B) FY 2026 (B) Source: Ministry of Jal Sakthi, Government of India *A=Actual, B=Budgetary On 15th August, 2019, “Jal Jeevan Mission” programme has been launched by the Government to provide safe 180and adequate drinking water to all households in rural India by 2024. The functional household tap connections as on 15th August 2019 were about 3.23 crore. This program has already connected taps to more than 19.5 crore rural households and established 12.6 crore rural household tap connections within a span of 4 years. As of 12th August 2024, this programme has provided tap connection to 11.82 crore additional rural households, that has led to a 77.98% coverage of all rural households in India. This programme will further enhance the water infrastructure and aid in the demand for pipes in the country. Automobile The rise in automobile production and sale in India over the last couple of decades have translated into positive demand for steel pipes & tubes in automobiles. Apart from the natural growth in demand due to rise in automobile production, the regulatory changes that is happening across global automobile industry too have positive implication on increasing usage of stainless steel in the sector. The stringent emission norms and efficiency standards are forcing automobile manufacturers to increase the proportion of special stainless steel used in vehicles. The high strength to weight ratio, high durability, tolerance, and good corrosion resistance attributes have also contributed to an increasing usage of stainless steel in automobiles. To list diesel spark plugs, motor block reheating, fuel lines, diesel particulate filters systems, and exhaust gas recirculation systems are few components which find SS tube application in automobile which is attributed to its. The overall domestic production and sales of automobile surged to 28.4 Mn units and 23.8 Mn units in FY 2024 before plummeting for two consecutive years . The COVID-19 pandemic worsened the vehicle demand in FY 2021 as industry lost 2 months in FY 2021 because of Government enforced lockdown. The electric vehicles (EV) industry at a nascent stage in India. It is less than 1% of the total vehicle sales however has the potential to grow to more than 5% in a few years. At present there are more than 5 lac electric two-wheelers and few thousand electric cars on Indian roads. The auto component industry in India had a turnover of INR 6.14 trillion for the fiscal year 2023-24, which is a 9.8% increase from the previous year. This is the highest turnover ever recorded for the industry. The automobile demand got major push from the pent-up demand and accelerating vaccination drive. In long term, the automobile industry has seen the introduction of several policy measures, starting with the Auto Policy in 2002, Automobile Mission Plan 2006-2016 Phase-1, Automobile Mission Plan 2016-26 Phase-II, National Automotive Testing and R&D Infrastructure (NATRiP), National Electric Mobility Mission Plan 2020 (NEMMP 2020), and Faster Adoption & Manufacturing of Electric Hybrid Vehicles (FAME) Scheme (I & II), Vehicle Scrappage Policy 2021, Corporate Average Fuel Efficiency (CAFÉ) Norms 2022. Together, these policies have helped in improving the manufacturing practices, quality standards, and efficiency standards in Indian automobile industry while vehicle Scrappage Policy it is likely to encourage new vehicle purchases thereby driving OEMs (Original Equipment Manufacturers) sales, benefitting allied industries and help in improving overall capacity utilization. Railways Indian Railways is among the world’s largest rail networks. It is the 4th largest railway system in the world behind US, Russia and China with total track length of 1,26,611 km over 68,103 km of the route along with 7,337 stations as of FY21. Steel tubes or pipes are used in applications such as rails, wagons, and coaches. The Indian railway sector has seen multiple developments in the last decade such as introduction of high-speed trains, modernization of railway stations, increase in rolling stock inventories etc. The government has been increasing its focus on augmentation of railways to reduce cost and time of logistics and to reduce the overall carbon footprint of the country as railways are more environment friendly compared to road transport. The key focus areas have been decongestion of overutilised rail network, con- struction of new lines, doubling, tripling, quadrupling of rail lines and purchase of rolling stock such as wagons, locomotives, coaches, etc. The government proposes to launch 400 new Vande Bharat trains in the next 3 years along with development of 100 Cargo Terminals over next few years. Additionally, construction of Dedicated Freight Corridor (DFC) which are broad gauge rail networks to be utilized exclusively for freight trains will lead to in- crease in Railway’s share in domestic freight movement. The western and eastern DFCs are 86% and 90% complete, respectively, and are 181expected to be commissioned by FY25, while the East Coast Corridor, East- West Corridor and North-South Corridor are under the planning stage. Additionally, Railways Station Redevelopment Programme which was launched in February 2017 to modernize the infrastructure across the nation will enhance the experience of the passengers by providing concept of intelligent building, and state of the art facilities. For this, the Government has launched ‘Amrit Bharat Station Scheme’ where in a total of 1,275 railway stations under 32 different states have been identified for development. This will further boost the demand for steel pipes in the economy. Under the National Rail Plan (NRP), the railway’s share in freight transport is expected to increase to 45% by 2030 from existing 26%. This implies that the total freight transported by Indian Railways will increase to 3,000 million tonnes by FY2027 and 3,600 million tonnes by FY2030 from 1,418 million tonnes in FY2022. Further, railway freight traffic measured in Net Tonne Kilometres (NTKM) is expected to double to 1,695 billion NKTM by FY2027 from 820 billion NKTM in FY2022. Metro Rail Network Metro rail coaches and network has high dependence on steel tubes and pipes, where an increasing expansion of this network is a direct influence to the demand for steel tubes and pipes. The Union Budget 2024-25 allocated approximately INR249.32 billion for metro rail and Mass Rapid Transit System (MRTS) projects, marking a 7.8% increase from the previous year. This funding is crucial for expanding metro networks across various cities. As of December 2024, Metro Rail network in India is operational for around 900Km across 23 cities. This is world’s third largest network next only to China and the U.S. Apart from these operational lines, nearly 970 Km is under construction across 28 cities, which could make the country world’s second largest network. In FY25, government has approved many new metro line projects including: • Bengaluru Metro Phase-3: Estimated cost of INR 156.11 billion. • Thane Integral Ring Metro: Estimated cost of INR 122 billion. • Pune Metro Extension: Estimated cost of INR 29.54 billion. The list of under construction metro lines, which directly creates demand for steel pipes and tubes are: City Distance (Km) Delhi-NCR 154.65 Mumbai Metro 176.05 Namma Metro – Bengaluru 143.425 Chennai Metro 118.9 Kolkata Metro 75.2 Nagpur Metro 43.8 Pune Metro 33.133 Patna Metro 32.507 Surat Metro 40.35 Indore Metro 31.55 Thane Metro 29 Bhopal Metro 27.87 Agra Metro 24.1 Kanpur Metro 23.657 Kochi Metro 11.2 Ahmedabad Metro 8.884 182Capital Expenditure Projects in Indian Steel pipes & tubes market and Its Impact Source: CMIE, D&B analysis The Indian steel pipes and tubes sector has entered a high-investment phase, marked by a steady rise in capital expenditure and project activity. From FY 2020 to FY 2025, outstanding projects in the sector more than quintupled from INR 24.4 billion to INR 131.9 billion. Equally significant is the rise in the number of such projects, which jumped from 14 in FY 2020 to 44 by FY 2025. This indicates not only a strong investor appetite but also broader institutional and private sector confidence in the long-term fundamentals of the steel pipe industry, driven by rising demand from infrastructure, oil & gas, water supply, and urban development sectors. New investments followed a similar upward trajectory, with capital inflows surging from INR 2.74 billion in FY 2020 to a peak of INR 96.87 billion in FY 2024, before moderating slightly to INR 14.42 billion in FY 2025. This is mirrored in the number of new projects initiated, which rose from 3 in FY 2020 to 24 in FY 2024, settling at 13 in FY 2025. The spike in FY 2024 reflects a strategic buildup in manufacturing capacity and modernization projects, likely driven by India's renewed focus on domestic self-reliance in industrial raw materials and intermediate goods. The dip in FY 2025 could reflect a temporary normalization after an exceptional year of announcements, possibly indicating project execution and consolidation phases. Prominent ongoing and planned projects further validate the capital surge. Under-implementation projects as of March 2026 include Maharashtra Seamless Ltd.'s Mangaon Cold-Drawn Pipeline and OCTG Line Project and Electrosteel Castings Ltd.'s Srikalahasti DI Pipe Plant Expansion (Phase 2). On the announcement front, key developments include Jindal Saw Ltd.’s Haresamudram DI Pipe Plant and Tech AIC DRI Pellets Pvt. Ltd.’s Keonjhar Integrated Steel Products Plant. Together, these large-scale investments—particularly in Odisha and Karnataka—highlight a regional concentration of steel tube capacity expansion, driven by logistical proximity to mineral belts and port infrastructure. A major catalyst for this investment momentum is the sharp rise in downstream consumption from sectors such as water infrastructure, agriculture, urban sanitation, and power transmission. Additionally, technological shifts like ERW (Electric Resistance Welded) and seamless pipe demand in oil & gas and renewable energy are compelling manufacturers to upgrade production lines. Export opportunities have also played a role, especially with anti-dumping measures by global players creating room for Indian producers in overseas markets. Expected Project Cost Company Name Project Name Status Timeline (INR Mn) Bulandshar GOODLUCK INDIA Under Hydraulic Tubes FY 2025 2,000 LTD. Implementation Manufacturing Plant 183 9.42 3.63 63 5.05 031 9.131 Outstanding Projects (INR Bn) New Investment (INR Bn.) 140 44 50 110 26 130 45 100 24 24 120 22 110 39 40 90 20 100 35 80 18 90 30 70 13 16 80 60 14 70 25 60 18 50 9 12 50 14 12 12 20 40 10 40 15 30 16.66 8 23 00 10 20 3 1 3 46 10 5 10 2.74 12.5 2.37 96.87 14.44 2 0 0 0 0 FY FY FY FY FY FY FY FY FY FY FY FY 2020 2021 2022 2023 2024 2025 2020 2021 2022 2023 2024 2025 Outstanding Projects (LHS) New Investment (LHS) No. of Projects (RHS) No of Projects (RHS)Expected Project Cost Company Name Project Name Status Timeline (INR Mn) Srikalahasti DI Pipe ELECTROSTEEL Plant Capacity Under FY 2025 640 CASTINGS LTD. Enhancement Project Implementation (Phase-1) Pune Precision Steel TUBE INVESTMENTS Tube Manufacturing Announced FY 2025 2,110 OF INDIA Plant Tiruttani Precision TUBE INVESTMENTS Steel Tube Announced FY 2025 1,410 OF INDIA Manufacturing Plant Expansion Sundergarh ERW VIBHOR STEEL TUBES Under Black & GI Pipes FY 2025 600 LTD. Implementation Manufacturing Plant WELSPUN DI PIPES Anjar Ductile Iron Announced FY 2025 3,000 LTD. Pipe Plant Expansion A P L APOLLO TUBES Gorakhpur Steel Announced FY 2025 2,500 LTD. Tubes Unit Project MAHARASHTRA Narketpally De- Announced FY 2025 1,840 SEAMLESS LTD. Bottlenecking Project Kadi Seamless Tubes SCODA TUBES LTD. And Pipes Capacity Announced FY 2025 554.4 Expansion Project Kadi Welded Tubes SCODA TUBES LTD. And Pipes Plant Announced FY 2025 445.4 Expansion Project Srikalahasti DI Pipe ELECTROSTEEL Plant Capacity Under FY 2026 8,690 CASTINGS LTD. Expansion Project Implementation (Phase-2) Mangaon Cold- MAHARASHTRA Under Drawn Pipeline And FY 2026 1,950 SEAMLESS LTD. Implementation OCTG Line Project MAHARASHTRA Nagothane Hot Mill Announced FY 2026 3,500 SEAMLESS LTD. Upgradation Project Raipur ERW Black Pipe & Hot Dip RAMA STEEL TUBES Under Galvanising FY 2026 2,500 LTD. Implementation Manufacturing Plant Project A P L APOLLO TUBES Ahmadabad Steel Announced Post 2026 1,000 LTD. Tube Plant Project Kalinganagar ERW B M W INDUSTRIES Pipe, HR Pickled Announced Post 2026 10,948.20 LTD. Oiled Coil, TMT Bars & Slitting Unit Haresamudram DI JINDAL SAW LTD. Pipe Plant And CPP Announced Post 2026 12,149.10 Expansion Project Sambalpur ERW, DI, WELSPUN CORP LTD. HSAW Pipes & Pipe Announced Post 2026 31,370 Coating Plant Project 184Regulatory Scenario Regulatory Policy/Initiative Impacting Steel Pipe & Tube Industry in India The regulatory policies and initiatives impacting the steel pipe and tube industry in India are primarily driven by standards set by the Bureau of Indian Standards (BIS), government initiatives, and compliance with international norms. • Bureau of Indian Standards (BIS) Regulations The BIS plays a crucial role in establishing quality standards for steel pipes and tubes. These standards ensure that manufacturers comply with quality and safety requirements, promoting consumer confidence in products. Recent notifications include: o IS 17875: Specification for Stainless Steel Seamless Pipes and Tubes for General Services, established on April 19, 2022. o IS 17876: Specification for Stainless Steel Welded Pipes and Tubes for General Services, also established on April 19, 2022. o IS 1239, IS 4923, IS 3601, IS 1161, IS 1875: Specification for Stainless Steel Electric Resistant Welded (ERW) Pipes and Tubes for General Services, also established on April 19, 2022. • Quality Control Orders (QCO) o The Ministry of Steel has implemented Quality Control Orders that mandate compliance with specific Indian Standards for various steel products, including pipes and tubes. o This initiative aims to ensure that only high-quality products enter the market, enhancing overall safety and reliability. o This order bans sub-standard/ defective steel products supplied to the market both from the domestic & by imports to ensure the availability of quality steel to the industry. This measure is taken to enchance the availability of quality steel to the users. According to the Order, it is ensured that only quality steel conforming to the relevant BIS standards is made available to the end users. o As of March 2024, the QCO covers an overall 550 products, including 145 categories of steel and steel products including carbon steel, alloy steel and stainless steel. In addition, goods & articles made up of steel such as stainless-steel pipe & tubes, laminations/ cores of transformers, products of tin plate & tin free steel etc have also been notified to prevent circumvention of the Steel Quality Control Order. • Environmental Regulations The steel industry is subject to environmental regulations that govern emissions and waste management. Compliance with these regulations is essential for sustainable operations and can influence production practices within the MS pipe sector. The prominent environmental regulations in place includes: o Emission Standards – The steel industry is subject to strict emission norms set by the Central Pollution Control Board (CPCB) and state pollution control boards. These regulations aim to limit air pollutants and greenhouse gas emissions from steel manufacturing processes. o Energy Efficiency Regulations – The Bureau of Energy Efficiency (BEE) promotes energy conservation in industrial processes, including steel production. Manufacturers are encouraged to adopt energy-efficient technologies and practices to reduce overall energy consumption and carbon footprint. o National Steel Policy (2017) – This policy emphasizes sustainable development in the steel sector, promoting cleaner technologies and practices. It encourages the use of electric arc furnaces (EAF) and other methods that minimize environmental degradation compared to traditional blast furnace methods. o Recycling Initiatives – The Indian government supports recycling initiatives that encourage the use of scrap metal in steel production. This not only reduces reliance on virgin raw materials but also lowers energy consumption and emissions associated with steel manufacturing. 185• Safety Standards Regulations related to safety in construction and industrial applications require the use of certified materials. This drives demand for MS pipes that meet stringent safety standards, ensuring they are suitable for high-pressure applications. The regulatory landscape governing the steel pipe and tube industry in India is shaped by BIS standards, quality control measures, environmental regulations, government initiatives promoting infrastructure development, adherence to international standards, and safety requirements. These factors collectively influence production practices, product quality, and market dynamics within the MS pipe sector. Trade Restrictions Anti-Dumping Duty The anti-dumping duty on steel in India is a critical regulatory measure aimed at protecting domestic manufacturers from unfair competition posed by imported steel products sold at prices below their production costs. The imposition of anti-dumping duties on steel in India significantly impacts the overall steel market, influencing pricing, competition, and the dynamics between domestic producers and importers. Overview of Anti-Dumping Duties • The primary goal of anti-dumping duties is to safeguard domestic industries from the adverse effects of subsidized imports that can disrupt the market and harm local manufacturers. • In September 2024, the Indian government extended the anti-subsidy duty on imports of welded stainless- steel pipes and tubes from China and Vietnam for an additional five years. This decision follows an investigation by the Directorate General of Trade Remedies (DGTR), which found that these products were being exported at prices below their production costs due to subsidies provided by their governments. • The anti-dumping investigations are initiated in response to complaints from domestic industry associations. In October 2021, a notification was passed by Ministry of Finance, Government of India based on the recommendation made by Directorate General of Trade Remedies (DGTR) to extend the anti-dumping duty on Stainless Steel Seamless Tubes and Pipes from China for a period of 5 years. • In December 2022, the Indian Government has imposed an anti-dumping duty on Stainless Steel Seamless Tubes and Pipes from China which is the top exporting country for India with a share of 60% in total imports, to protect the domestic players. • The custom duty was placed on Stainless-Steel Seamless Tubes and Pipes with diameter up to and including 6 NPS, or comparable thereof in other unit of measurement, whether manufactured using hot extrusion process or hot piercing process and whether sold as hot finished or cold finished pipes and tubes, including subject goods imported in the form of defectives, non- prime or secondary grades originating in or exported from China. • The duties levied on the products are in range from USD 114 to USD 3,801 per tonne. This act came effective because of continuous and massive dumping of goods from the import country despite the duties that were in effect and affected the domestic market. • The imposition of anti-dumping duties aims to create a level playing field for Indian manufacturers, allowing them to compete more effectively against subsidized foreign products. While these duties may increase import costs, officials have assured that they will not significantly affect product availability in the Indian market. • The Indian government has also been considering increasing import duties on steel from the current 7.5% to between 10% and 12% as part of its strategy to combat dumping practices further. The anti-dumping duty framework in India plays a vital role in shielding domestic steel manufacturers from unfair trade practices associated with subsidized imports. Recent extensions and proposed increases in duties indicate a continued commitment by the Indian government to protect local industries while navigating the challenges posed by global market dynamics. These measures are crucial for ensuring the sustainability and competitiveness of India's steel sector amidst rising imports and geopolitical tensions. 186Initiatives to Strengthen Domestic Manufacturing Infrastructure Domestically Manufactured Iron & Steel Products (DMI&SP) • Domestically Manufactured Iron & Steel Products (DMI&SP) are those iron and steel products which are manufactured by entities that are registered and established in India, including in Special Economic Zones (SEZs). • In addition, such products shall meet the criteria of domestic minimum value-addition. On 8 May, 2017, the policy was approved by Government which mandates to provide preference to DMI&SP, in Government Procurement in which a minimum value addition of 15% have taken place domestically. This has been revised to 20% in the revised policy dated 31 December, 2020. • The policy is intended to encourage domestic production and consumption of steel as well as import substitution and promote growth in the industry. The DMI&SP policy applies to government procurement where the estimated value of iron and steel products is INR 500 Million (approximately USD 6 million) or more. This includes tenders issued by various ministries, departments, and public sector undertakings. • A Standing Committee headed by the Secretary of Steel was established to address clarifications and issues raised by stakeholders regarding the implementation of the policy. • The DMI&SP policy has been extended beyond its initial deadlines to ensure continued support for domestic manufacturers, reflecting ongoing government commitment to bolster the local steel industry. National Steel Policy (NSP), 2017 The National Steel Policy 2017 serves as a strategic roadmap for India's steel industry, focusing on enhancing production capacity, improving self-sufficiency, promoting sustainability, and fostering technological advancements. By setting ambitious targets and encouraging investment, the NSP aims to position India as a leading player in the global steel market while meeting rising domestic demand. NSP was introduced in 2017 with the objective to increase domestic steel production and consumption, produce high-quality steel and increasing India’s competitiveness globally. It also focuses on cost efficiency, raw material availability and research & development to achieve the overall objectives laid out under the policy. The mission defined under NSP, 2017 is as below: • Self-sufficiency in steel production by providing policy support & guidance to private manufacturers, MSME steel producers, and CPSEs & encourage adequate capacity additions • Development of globally competitive steel manufacturing capabilities. • Cost-efficient production and domestic availability of iron ore, coking coal, and natural gas • Facilitate investment in overseas asset acquisitions of raw materials • Enhance domestic steel demand Parameter Projections (FY2031) Total Crude Steel Capacity (in MTPA) 300 Total Crude Steel Demand/Production (in MTPA) 255 Total Finished Steel Demand/Production (in MTPA) 230 Sponge Iron Demand/Production (in MTPA) 80 Pig Iron Demand/Production (in MTPA) 17 Per Capita Finished Steel Consumption (in Kg) 160 Source: Ministry of Steel, Government of India Atma Nirbhar Bharat Policy The Atmanirbhar Bharat Policy, or the "Self-Reliant India" initiative, is a comprehensive strategy launched by the Government of India to promote self-sufficiency across various sectors, including the steel industry. Initiatives such as Make in India and Atmanirbhar Bharat which consists of 5 pillars (Economy, Infrastructure, System, Vibrant Demography and Demand) has been playing a significant role in economic development. The policy emphasizes increasing crude steel production capacity from 154 million tonnes (MT) to 300 MT by 2030. This ambitious target aims to make India one of the largest steel producers globally and reduce dependency on imports. Atmanirbhar Bharat encourages the use of domestically produced steel in infrastructure projects and public procurement. This initiative is designed to boost local manufacturing capabilities and create jobs within the 187sector. The policy aligns with significant investments in infrastructure development, which is a major consumer of steel products. Enhanced infrastructure projects, such as roads, railways, and housing, are expected to drive demand for steel. The introduction of the PLI scheme under Atmanirbhar Bharat aims to incentivize manufacturers to increase production and enhance quality standards. This scheme is expected to create new avenues for growth in the steel sector. This initiative also addresses concerns regarding surges in steel imports, particularly from countries like China. Industry stakeholders have raised alarms about predatory pricing and unfair competition, urging for trade remedial actions to protect domestic producers. In steel tubes and pipes sector, the demand for seamless and ERW pipe sectors is increasing because of these policies. According to this policy, any purchases made by PSUs must include at least 35% local value addition in the supply of pipes. This will eventually support domestic manufacturers in the country. Under this policy, a stimulus of Rs. 20 lakh crore was announced by the Government to aid the country to fight against Covid-19 pandemic. The Atmanirbhar Bharat Policy represents a strategic approach to achieving self-reliance in the steel sector by focusing on production targets, promoting domestic manufacturing, investing in infrastructure, and encouraging sustainable practices. By addressing challenges related to imports and fostering a conducive environment for growth, this initiative aims to strengthen India's position as a global leader in steel production while ensuring that local industries thrive. Production-Linked Incentive Scheme • The Production-Linked Incentive (PLI) Scheme for the Steel Sector in India, specifically targeting specialty steel, was introduced to enhance domestic manufacturing capabilities, reduce import dependency, and promote the production of high-value-added steel products • The PLI scheme for specialty steel was announced in July 2021 with a budgetary outlay of INR 6,322 crore (approximately USD 848.93 million) over a five-year period. • The scheme aims to boost the production of specialty steel from 18 million tonnes (MT) in FY2021 to 42 MT by FY2027. • By increasing local production, the policy seeks to decrease India's reliance on imported specialty steel, which accounted for a significant portion of total imports. The PLI scheme is designed to make Indian steel products more competitive both domestically and internationally. • The scheme focuses on five categories of specialty steel: o Coated/plated steel products o High strength / wear-resistant steel o Speciality rails o Alloy steel products and steel wires o Electrical steel • The incentives under the PLI scheme vary based on the category of specialty steel produced, with rates ranging from 4% to 12% on incremental sales. • Any company registered in India that manufactures the identified grades of specialty steel can apply for the incentives. A key requirement is that the input materials must be melted or poured in India to ensure end-to-end manufacturing within the country. • 67 applications from 30 companies have been selected under the Production Linked Incentive (PLI) Scheme for Specialty Steel. This will attract committed investment of INR 425 billion (USD 5.19 billion) with a downstream capacity addition of 26 million tonnes and employment generation potential of 70,000. • The PLI scheme aims to benefit both large integrated steel producers and smaller manufacturers, particularly Micro, Small, and Medium Enterprises (MSMEs), by providing them access to high- quality specialty steel products at competitive prices. • By promoting the production of specialty steel, India aims to align itself with advanced steel-making 188countries like Japan and South Korea and reduce its foreign exchange outgo related to imports. • The PLI scheme for specialty steel is a strategic initiative that aims to transform India's steel sector by enhancing domestic production capabilities, reducing import dependency, and creating a competitive manufacturing environment. By focusing on high-value-added products, this policy not only supports economic growth but also aligns with broader goals of self-reliance under the Atmanirbhar Bharat initiative. Budget Initiatives 1 The budget initiatives in steel pipes production in India reflect the government's commitment to enhancing domestic manufacturing capabilities, promoting infrastructure development, and ensuring the growth of the steel sector. • In February 2024, the government has implemented various measures to promote self-reliance in the steel industry. • Union the Union Budget 2023-24, the government allocated INR 701.5 Milion (USD 8.6 million) to the Ministry of Steel. The government removed the 2.5% basic customs duty (BCD) on the import of ferronickel. Ferronickel is a key raw material for stainless steel and other specialty alloys. Ferrous scrap will continue to be exempt from BCD for another two years, until till 31 March 2026. Steelmakers use ferrous scrap as a minor input material. • In addition, an investment of INR 75,000 crore (USD 9.15 billion) (including INR 15,000 crore (USD 1.83 billion) from private sources) has been allocated for 100 critical transport infrastructure projects for last and first mile connectivity for various sectors such as ports, coal, and steel. • The Union Cabinet, Government of India approved the National Steel Policy (NSP) 2017, as it intends to create a globally competitive steel industry in India. NSP 2017 envisage 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030-31. • The Ministry of Steel is facilitating the setting up of an industry driven Steel Research and Technology Mission of India (SRTMI) in association with the public and private sector steel companies to spearhead research and development activities in the iron and steel industry at an initial corpus of INR 200 crore (USD 30 million). • The Government of India raised import duty on most steel items twice, each time by 2.5% and imposed measures including anti-dumping and safeguard duties on iron and steel items. The budget initiatives related to steel pipes production in India highlight a comprehensive approach to fostering growth in the sector through incentives like the PLI scheme, significant investments in infrastructure, support for SMEs, and a focus on sustainability. These measures are expected to enhance domestic manufacturing capabilities, increase demand for steel products, and position India as a competitive player in the global steel market. Key Risks & Challenges The steel pipes and tubes market in India faces several threats and challenges that can impact its growth and competitiveness. The key challenges of steel pipes and tube market include: • The market is significantly affected by stiff competition from imported steel pipes, particularly from countries with established manufacturing capabilities and cost advantages. This influx of cheaper imports can pressure domestic prices, impacting the profitability of local manufacturer. The year FY2024 witnessed steel pipes and tubes imported from just three countries of China, Korea and Vietnam catering to nearly 70% of import volume. This high dependence and flooding of products from countries with cost advantages challenge growth opportunities of domestic participants and thus the revenue growth of Indian market. • The growing availability of alternative materials, such as PVC and plastic pipes, especially for non- critical applications, poses a challenge to the demand for steel pipes. These alternatives are often perceived as more cost-effective and easier to install, which can limit market share for steel product. Increasing penetration of PVC and plastic pipes is a real threat to the market demand in a price sensitive country like India. • High Logistics Cost – Logistics accounts to 14% of India’s GDP and the costs are comparatively higher 1 Indian Brand Equity Foundation, Ministry of Commerce and Industry & Ministry of Steel, Government of India 189than the global countries. Since logistics is the lifeline for supply of materials, high logistics cost result in higher cost of production, thus affecting the cost-competitiveness of the country. One reason for high logistic cost could also be high dependence on road network through trucks with smaller fleet, compared with global competitors. For example, Indian trucks have a capacity in the range of 16 and 25 tonne for transporting high-capacity volumes, while in China, high capacity truck is in the range of 25 to 40 tonne. Source: Ministry of Railways, Government of India • Impact of Decarbonisation and CBAM on the Steel Sector o The Indian steel industry is responsible for roughly 12% of India’s carbon dioxide (CO2) emissions, surpassing the global average of 7-9%2. The emission intensity in the Indian steel industry stands at 2.55 T/TCS3, while the global average emission intensity is 1.91 T/TCS. o India has made a commitment to decrease the emissions intensity of its Gross Domestic Product (GDP) by 45% by 2030, compared to 2005 levels and achieve Net Zero by 2070. o To support this target, the Ministry of Steel has committed to achieve a Net-Zero by 2070 and has taken a medium-term target to reduce the emission intensity of the steel sector to 2.4 T/TCS by 2030. o These targets remain critical for steel industry players including steel pipes and tubes manufacturers for reducing the emissions within the set timelines. The reduction of emissions is also vital for the industry to maintain its competitiveness in export markets which is becoming increasingly environment conscious. o European Union (EU) is implementing Carbon Border Adjustment Mechanism (CBAM) – a tariff on carbon-intensive imports, which is aimed at preventing carbon leakage from 1st January 2026. The first phase of CBAM will cover iron & steel, cement, aluminum, fertilizer, electricity and hydrogen sectors. o Thus, Indian steel manufacturers and finished steel products manufacturers exporting into the European Union needs to pay a tax of 25% to 30% or work towards reducing its emissions. This is a challenge to Indian steel manufacturers to either pay the tax, which would make their products expensive or invest towards reducing emissions. • Increasing Protectionism and Threat of Trade Diversion into India – As the global economy is slowing down, many countries are posing barriers to imports from China and other countries to protect its domestic manufacturers. Although raw material pricing is hedged, frequent fluctuation would escalate cost of production and make the final product expensive. o The European Union has imposed anti-dumping duties on cold and hot rolled stainless steel, 2 World Steel Organization Report on Climate Change and the Production of Iron and Steel 3 Tonne of CO2 equivalent per tonne of crude steel 190with rates reaching up to 25.30%, and a 25% safeguard tariff on steel imports exceeding set quotas. o Similarly, Brazil, Mexico, and the USA have implemented duties to protect their domestic markets. The USA has imposed particularly high duties on stainless steel sheets and coils, with anti-dumping and countervailing duties as high as 190.71%. o Asian countries including Vietnam, Thailand, and Malaysia are also safeguarding their domestic industries against imports from China and India. This trend is primarily due to increasing competition and excess capacity in steel market. o This is leading to an increase in inventory in India, which is posing a challenge to domestic finished steel manufacturers. Closing Stock of Finished Steel in India (In Million Tonnes) 14.29 14.23 10.59 8.97 7.99 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 (Upto November 24) Source: Ministry of Steel, Government of India Note: * Data upto 30th November 2024 The government has not published data for the year 2025. The closing stock of finished steel in India has shown a fluctuating yet generally upward trend from FY 2021 to FY 2024, rising significantly from 8.97 million tonnes in FY 2021 to 14.29 million tonnes in FY 2024. This surge—nearly 60% over four years—indicates both a substantial increase in production and possible mismatches in demand absorption, especially in the recent years. The decline seen in FY 2022 to 7.99 million tonnes was largely a result of strong post-COVID demand recovery and inventory liquidation, but the sharp build-up thereafter suggests that supply has been outpacing near-term consumption, particularly in sectors like construction and infrastructure where offtake can be cyclical. The FY 2025 figure (14.23 million tonnes as of November 2024) suggests inventory levels are stabilizing but remain elevated, pointing to cautious market sentiment and slower- than-expected demand pick-up despite healthy economic growth projections. Rising inventory levels may also reflect stockpiling ahead of anticipated policy changes or price movements. If the stock-to-consumption ratio continues to climb, it could exert downward pressure on steel prices and may prompt producers to moderate output or seek more export avenues to manage surplus. Growth Outlook Expected Growth in Indian Steel Pipes and Tubes Industry India’s steel pipes and tubes industry is poised for strong domestic growth, but with a gradual decline in both imports and exports over the FY 2025–FY 2030 period. Imports are projected to fall from 663.1 thousand tonnes in FY 2025 to 563.9 thousand tonnes by FY 2030, while exports are expected to reduce from 1.65 million tonnes to 1.32 million tonnes in the same period. This trend highlights a shift in the industry’s focus toward meeting rising internal demand and building self-reliant supply chains. 191Projected Growth of Imports of Steel Projected Growth of Exports of Steel Pipes & Tubes '000 Tonnes Pipes & Tubes ('000 Tonnes) 663.1 1,654.2 629.6 1,518.3 1,452.2 1,395.6 1,347.2 1,320.0 598.7 583.4 567.0 563.9 FY 2025 FY FY FY FY FY FY 2025 FY FY FY FY FY 2026F 2027F 2028F 2029F 2030F 2026F 2027F 2028F 2029F 2030F Source: CMIE, D&B analysis F= Forecasted The declining import volumes suggest increased domestic manufacturing capabilities, improved product quality, and import substitution in segments previously reliant on foreign suppliers, such as seamless and precision tubes. Strengthening domestic policies, including quality control orders (QCOs), and incentives under PLI and Make in India, are further reducing India’s dependence on imports. This is aligned with the broader national objective of boosting indigenous manufacturing and ensuring supply chain security. On the export front, the downward trend is more nuanced. While India remains a key exporter of steel pipes, especially to the Middle East, Africa, and Southeast Asia, the reduction in export volumes could be attributed to tightening global competition, shifting trade dynamics, and rising domestic consumption priorities. Additionally, global geopolitical uncertainties and protectionist measures in key markets may limit overseas opportunities. The focus going forward will likely be on enhancing value-added exports and capturing niche global demand, rather than maximizing bulk volumes. Expected growth of Global MS pipe & tube segment Market Size Overview: The global mild steel pipes and tubes market is expected to expand from USD 180.9 billion in FY 2025 to USD 255.0 billion by FY 2030, registering a CAGR of 7.1%. This growth reflects rising demand across multiple sectors, including infrastructure, oil & gas, construction, and automotive, supported by ongoing industrialization and urban development globally. Global Mild Steel Pipes & Tubes Market in USD Bn CAGR: 7.1% 255.0 237.1 220.7 206.1 193.0 180.9 FY 2025 FY 2026F FY 2027F FY 2028F FY 2029F FY 2030F Source: Primary Research, D&B analysis F= Forecasted 192Production & Consumption Overview: Global production is projected to increase from 68.6 million tonnes in FY 2025 to 90.2 million tonnes by FY 2030, at a CAGR of 5.6%. Meanwhile, consumption is anticipated to grow from 61.2 million tonnes to 82.3 million tonnes during the same period, at a slightly higher CAGR of 6.1%, indicating strong end-use market pull and narrowing trade gaps. Global Mild Steel Pipes & Tubes Production and Consumption in MTPA 90.2 85.1 80.4 82.3 76.1 77.4 72.2 72.7 68.6 68.5 64.7 61.2 FY 2025 FY 2026F FY 2027F FY 2028F FY 2029F FY 2030F Production Consumption Source: Primary Research, D&B analysis F= Forecasted The projected 7.1% CAGR in market value outpacing the volume growth (5.6% for production and 6.1% for consumption) highlights an important trend: the global mild steel pipes and tubes market is not only expanding in quantity but also evolving in quality and pricing. This divergence indicates an increasing demand for value-added products such as coated, precision, or customized tubes used in specialized applications like automotive, construction machinery, and energy transmission. Additionally, rising input costs, including iron ore, energy, and logistics, are likely to contribute to a higher average selling price (ASP) across the forecast period, further inflating market value. The relatively faster growth in consumption compared to production suggests a gradual narrowing of the supply- demand gap. This implies that demand centers—especially in emerging economies in Asia, Africa, and parts of Latin America—are ramping up their usage of steel tubes faster than their domestic output, potentially creating new trade opportunities or investments in local production. At the same time, developed markets like North America and Europe may witness slower volume growth but a significant shift toward high-specification and sustainable products, backed by stricter regulatory standards and industrial upgrades. Moreover, with the global push toward infrastructure modernization, energy transition (such as pipelines for hydrogen and natural gas), and clean mobility, the industry is likely to witness a transformation in product requirements and supply chain dynamics. Countries are also investing in decarbonized steel production methods— such as electric arc furnaces and hydrogen-based steelmaking—which may lead to capex-heavy modernization in the supply base, impacting pricing, cost structures, and regional competitiveness. These shifts signal a long-term, value-driven evolution of the mild steel pipes and tubes market. Expected growth of Indian MS pipe & tube segment India’s mild steel pipes and tubes market is projected to grow from USD 22.3 billion in FY 2025 to USD 38.9 billion by FY 2030, registering a strong CAGR of 11.8%. This growth is fueled by rising investments in infrastructure, urban development, housing, water distribution networks, and the rapid expansion of end-use sectors like oil & gas, automotive, and renewables. At the same time, domestic production is set to increase from 9.2 million tonnes to 15.2 million tonnes (CAGR of 11.1%), while consumption is expected to grow from 7.1 million tonnes to 12 million tonnes (CAGR of 11.8%). The narrowing gap between production and consumption 193reflects improving domestic capacity, enhanced self-sufficiency, and strong internal demand. Government initiatives such as "Make in India" and the National Infrastructure Pipeline (NIP) are playing a pivotal role in sustaining this growth trajectory. India Mild Steel Pipes & Tubes Market in USD Bn CAGR: 11.8% 38.9 34.7 30.9 27.7 24.8 22.3 FY 2025 FY 2026F FY 2027F FY 2028F FY 2029F FY 2030F India Mild Steel Pipes & Tubes Production and Consumption in MTPA 15.2 13.7 12.4 12 11.2 10.8 10.1 9.7 9.2 8.7 7.9 7.1 FY 2025 FY 2026F FY 2027F FY 2028F FY 2029F FY 2030F Production Consumption Source: Primary Research, D&B analysis F= Forecasted India’s mild steel pipes and tubes market is poised for one of the fastest growth trajectories globally, both in terms of value and volume. The market's growth significantly exceeds the global average, reflecting strong domestic demand across core sectors, especially in water pipeline infrastructure, metro rail, roadways, smart cities, and industrial corridors. This surge is also supported by public and private sector capex in sectors like construction equipment, oil and gas pipeline distribution, and rural infrastructure development. The parallel rise in both production and consumption, with a slight edge in consumption growth, suggests increasing reliance on domestic capacity to meet growing demand while keeping import dependence in check. This will likely drive capacity expansions and modernization efforts across Indian manufacturers, particularly in the ERW (electric resistance welded) and seamless segments. Additionally, export opportunities may emerge as India strengthens its position as a competitive steel pipe exporter to markets in Asia, the Middle East, and Africa. India’s policy ecosystem—focused on import substitution, infrastructure development, and clean energy—will continue to create strong tailwinds for the sector. However, this growth also demands significant investment in quality, compliance with international standards, and supply chain efficiency to ensure global competitiveness in 194both domestic and export markets. Competitive Landscape Analysis of Nature of Competition in Indian Steel Pipe and Tube Industry The competitive landscape of the Indian steel pipes and tubes sector is predominantly consolidated, with a few major players commanding significant market share. This concentration is largely due to the capital-intensive nature of the industry, which creates high barriers to entry for new companies. To establish a manufacturing facility for steel pipes and tubes, it is a capital-intensive process with multiple approval and regulations to be in place. This substantial upfront cost discourages smaller players and fosters a market environment where established firms dominate. Steel pipes and tubes are crucial in various demanding industries, including oil and gas, petroleum refining, and pharmaceuticals, which require high-quality materials for their operations. The rigorous testing and certification processes required to meet industry standards further complicate the procurement landscape, making it challenging for new entrants to gain a foothold. Successful incumbents leverage their experience and track record to secure future contracts, thereby reinforcing their competitive advantage. Additionally, the time-intensive nature of product development that meets stringent customer standards acts as a significant deterrent for new players. As a result, the steel pipes and tubes market remain highly consolidated, benefiting established manufacturers who can exploit the growing demand across key end-user segments. The ability of these players to navigate the capital and operational challenges effectively positions them to capitalize on new opportunities as investments continue to flow into critical industries. Analysis of Entry Barriers Existing in the Industry The Indian steel pipes and tubes industry faces several entry barriers that can impact the ability of new players to enter the market. An overview of these entry barriers are provided below: • High Capital Requirements Establishing a manufacturing facility for steel pipes and tubes requires substantial capital investment in machinery, technology, and infrastructure. New entrants must be prepared to invest significantly to set up production capabilities that meet industry standards. Additionally, the industry requires a high level of working capital to run operations smoothly. As this is a credit-based industry, companies need to make considerable investments in extending credit to customers, further adding to the overall capital requirement. • Approval and Certification Processes Gaining approval from clients is essential in this industry, especially for applications in sectors like oil and gas, where product reliability is crucial. New companies must navigate a lengthy approval process to demonstrate compliance with quality and safety standards, including obtaining mandatory government certifications such as BIS (Bureau of Indian Standards) and ISO (International Organization for Standardization). These requirements demand significant investment and can be a major barrier to entry. • Technological Complexity The production of steel pipes involves advanced manufacturing processes that require specialized knowledge and expertise. New entrants may struggle to acquire the necessary technology or develop the expertise needed to produce high-quality products consistently. • Customization Requirement Many applications for steel pipes require significant customization to meet specific client needs or industry standards. This necessity complicates the production process and may require additional 195investment in flexible manufacturing systems, posing a challenge for new entrants without adequate resources. • Well Established Competitors The presence of established players like APL Apollo, Surya Roshni, Jindal Industries, and HI-Tech Industries creates a competitive environment where new entrants must differentiate themselves significantly to capture market share. These incumbents benefit from economies of scale, brand recognition, and established customer relationships. • Marketing Expenses Establishing a presence in the steel pipes and tubes market requires substantial marketing and promotional expenses. New entrants need to invest heavily in building brand visibility, participating in trade shows, engaging with distributors, and creating awareness among potential clients. Without significant marketing efforts, it becomes difficult to penetrate a market dominated by established players with strong brand equity. • Technical Manpower Requirement The production of steel pipes and tubes involves advanced machinery and sophisticated processes, which require skilled technical manpower. Recruiting and retaining qualified engineers, technicians, and quality control specialists is essential for ensuring efficient production and maintaining product standards. For new entrants, the high cost and scarcity of such specialized manpower can pose a significant challenge. • Strong Distribution Network of Existing Participants Existing players have well-established distribution networks that facilitate efficient delivery of products across various regions. New entrants may struggle to develop similar networks quickly, impacting their ability to compete effectively. • Regulatory Compliance Compliance with environmental regulations and safety standards is crucial in the steel industry. New entrants must navigate a complex regulatory landscape, which can be resource-intensive and challenging without prior experience in the sector. The Indian steel pipes and tubes industry presents several significant entry barriers, including high capital requirements, stringent approval processes, technological complexity, customization needs, established competition, strong distribution networks, market volatility, marketing expenses, technical manpower requirements and regulatory challenges. These factors collectively create a challenging environment for new players looking to enter the market, making it essential for them to develop robust strategies to overcome these barriers if they wish to succeed. Company Profiling: RK Steels Manufacturing Company Limited Company Overview R.K. Steel Manufacturing Company is a manufacturer, wholesaler, and exporter of various steel products, including hot-rolled tubes, black steel tubes, and pre-galvanized tubes. Established on April 17, 2006 and based in Perundurai, Erode District, Tamil Nadu, the company has presence in the Indian steel industry. They are among the few companies in Southern India equipped with tandem cold rolling mills, enabling us to produce high-quality cold-rolled products efficiently. Tandom Cold Rolling Mill also allows the company to have better control on various quality parameters like Thickness Control, Surface Finish and Mechanical Parameters which are critical for Pipe and Tube application. This advanced infrastructure ensures consistency in production and supply, allowing us to meet industry demands effectively. Apart from CRM, the company is also equipped with Coil Galvanizing Unit (CGL) lines. This allows the company to make in-house GP coils providing better quality control 196on the product. RK Steel has been giving 120GSM coated GP products against the industry standard of 70GSM – 80GSM. This higher zinc coating provides longer protection against rusting when compared with its competitors. The company has significantly enhanced its processing methodology, enabling the galvanization of coils up to 3.60MM in thickness—a capability that remains rare in the industry. This technical advancement positions RK Steel to serve a broader range of OEM customers across both South and North India.. The company has installed 9 tube mills that allow for faster delivery of pipes and tubes. The objective of RK Steel is to provide 24-hour delivery of pipes to their customers. This also helps RK Steel with lower maintenance cost and production cost which is ultimately passed on to the customer in terms of lower pricing. RK Steel always works on ensuring that its customers are benefitted the most. To align with their commitment to environmental responsibility and sustainable energy solutions, they have integrated Compressed Biogas (CBG) as a substitute for conventional furnace oil in their production process. They are also in the process of installing a Solar Park to fulfill their electrical requirement with green energy. The company has already installed 5.5MW of solar energy and is in the process of installing an additional capacity of 5.5MW. The aim of RK Steel is to become a green steel manufacturer in South India. This transition not only reduces their reliance on fossil fuels but also promotes cleaner energy usage. As a result, they have been recognized by Indian Oil Corporation Limited (IOCL) as a pioneer in sustainable industrial practices. • Incorporation Date: 2006 • Headquarters: Chennai, Tamil Nadu, India • Total Employees: Approximately 200 • Annual Production Capacity: 2,88,000 MT. Manufacturing Facilities R.K. Steel operates from its own manufacturing facility located in Perundurai, Erode District, Tamil Nadu. The facility is set up in a total area of 18 acrea and is equipped with state-of-the-art machinery that enables the production of high-quality steel pipes suitable for various applications. Product Offerings The company’s product portfolio includes: • Hot Rolled Tubes • Pre-Galvanized Tubes • CRFH Tubes • CR Tubes • Hot- Dipped Galvanised Tubes • RK Steel provides the above product categories in Round, Square and Rectangular Sections. RK Steels offers a wide range of high-quality steel tube products designed to meet the diverse needs of construction, infrastructure, automobile, solar power, engineering, etc. Apart from this RK Steel is also involved in providing following products • GP Coil • CRFH Coil • HR Coils 197Financial Indicators Particular Unit R.K. Steel Manufacturing Company Limited As at end for Fiscal Fiscal Fiscal Fiscal 2025 2024 2023 Total Revenue ₹ in Lakhs 1,15,373.05 1,02,851.55 85,880.40 Revenue From Operations ₹ in Lakhs 1,14,779.33 1,02,216.00 84,744.25 Growth in Revenue from Operations in % 12.29 20.62 -13.86 (in %) Other Income ₹ in Lakhs 593.72 635.55 1,136.14 EBITDA ₹ in Lakhs 4,829.82 5,955.37 4,713.40 EBITDA Margin in % 4.21 5.83 5.56 PAT ₹ in Lakhs 1,090.63 2,270.41 1,988.15 PAT Margin in % 0.95 2.22 2.35 Operating Cash Flow ₹ in Lakhs -4,462.58 2,752.16 2,318.79 Cash Flow from Investing Activities ₹ in Lakhs -3,889.92 375.00 6,138.3) Cash Flow from Financing Activities ₹ in Lakhs 5,326.51 1,749.26 8,855.78 Net Worth ₹ in Lakhs 12,068.31 10,980.50 8,703.38 Debt Equity Ratio In Times 2.91 2.49 2.68 Return on Equity in % 9.46% 23.07% 27.32% Return on Capital Employed in % 8.28% 13.37% 12.68% Return on Assets in % 2.01% 5.66% 5.58% Interest Coverage Ratio In Times 1.60 2.46 3.01 Fixed Asset Turnover Ratio In Times 12.63 12.54 20.41 Working Capital Days in Days 104.00 86.00 93.00 Net Asset Value Per Share ₹ 24.43 22.23 17.62 In Fiscal Year 2025, R.K. Steel Manufacturing Company Limited sustained its growth trajectory, registering a 12.29% increase in revenue from operations to INR 1,14,779.33 lakh, driven by continued market demand and operational expansion. Operating within a high production, low margin business model, the company-maintained profitability despite a moderation in EBITDA and PAT margins compared to FY2024. The working capital cycle extended to 104 days from 86 days in the previous fiscal, indicating a longer cash conversion period. Net worth increased to INR 12,068.31 lakh, reinforcing the company’s equity base. The rise in the debt-equity ratio to 2.91 reflects the company’s strategic use of external financing to support business expansion and operational requirements. Peers Profiling Hariom Pipe Industries Limited Company Overview Hariom Pipe Industries Limited, founded in 2007 by Mr. Roopesh Kumar Gupta, carries forward the legacy of Shri. Hariom Gupta Ji, a pioneer in the steel industry since 1962. Mr. Roopesh Kumar Gupta, along with Mr. Sailesh Gupta. The company is manufacturer of iron and steel products in India. Today, Mr. Ansh Golas, representing the fourth generation, manages the primary steel manufacturing facilities, continuing the family legacy of trust and reliability. Based in Southern India, the company offers a diverse range of premium steel products, including Mild Steel (MS) Billets, HR Pipes, CR Pipes, GP Pipes, GI Pipes, Hot Rolled (HR) Coils, Cold Rolled (CR) Coils, Pre-Galvanized (GP) Coils, and Scaffolding systems. 198Hariom Pipe Industries has grown into an integrated steel manufacturer with a nationwide presence, especially in South and West India. The company produces pipes under the HARIOM and HPIL brands, which meet Bureau of Indian Standards. These include square hollow sections (12x12 mm to 150x150 mm), rectangular hollow sections (25x12 mm to 200x100 mm), and circular sections (12NB to 175NB) in varying thicknesses. Head Office- Hyderabad, Telangana Manufacturing Unit- v Steel Manufacturing Units: 1. Mahbubnagar- Telangana 2. Perundurai- Tamil Nadu v Sponge Iron Facility: Ananthapur- Andhra Pradesh Product Offerings: The product offering of Hariom Pipes are under different brands and are as follows: v Hariom Veer: HR pipes and tubes v Dura Edge: CR Pipes (Coled Rolled Pipes) v Zincon: GI Pipes (Galvanized Iron Pipes), GP (Galvanized Pipes) v 360 Prime: HR Coils, GP Slit Coils, HRPO Slit Coils, CRCA Slit Coils v Build Master: Scaffolding v Billets: M.S. Billets Key Strengths: With over 16 years of experience, the company has achieved certifications and awards and recently they got FTCCI excellence award in 2023. v Team Members: 700+ v Dealers: 800+ v Total manufacturing capacity: 701232 MT v SMS-Capacity: 104232 MTPA v HSM Capacity: 124000 MT v Tube Mill Capacity: 132000 MT v Scaffolding capacity: 5000 MT v Sponge Iron Capacity: 36000 MT v GP/CR Mill Capacity: 300000 MT Hariom Pipes prioritizes eco-friendly manufacturing by reducing coal and electricity use with hot charging production. They capture pollutants with baghouse filters and sell them instead of disposing them. Usage of solar panels and biogas reduce carbon emissions. They focus on water conservation and sustainable practices, using renewable energy to lower fossil fuel dependency and ensure long-term environmental sustainability. Hi-Tech Pipes Limited Company Overview Established in 1988 and headquartered in New Delhi, Hi-Tech Pipes Limited is among the top six pipe manufacturers in India with over 35 years of expertise in the steel pipe industry. The company has built a strong nationwide presence across 17 states, supported by a wide distribution network of more than 500 dealers, 150 OEM partners, and over 90 contractors, offering 1200+ SKUs. With an installed capacity of nearly 1 million MT annually, Hi-Tech Pipes serves a wide spectrum of industries including infrastructure, telecom, defence, railways, airports, real estate, and automotive. The company’s consistent focus on R&D, innovation, and sustainable practices enables it to provide high-quality, cost-efficient, and reliable steel solutions that meet both domestic and global industry standards. 199Product Offerings • ERW Pipes & Tubes – Electric Resistance Welded pipes used in multiple applications. • Mild Steel (MS) Pipes – Durable and cost-effective pipes for structural and industrial use. • Galvanized Iron (GI) Pipes – Corrosion-resistant pipes suitable for water and fluid transportation. • Structural Steel Pipes – Square, rectangular, and circular hollow sections for construction and infrastructure. • Line Pipes – Designed for transporting fluids, oil, and gases. Key Strengths • Established Legacy – Over 35 years of experience (since 1988) in the steel pipe industry. • Large-Scale Manufacturing – Installed annual capacity of ~1 million MT. • Nationwide Presence – Strong distribution across 17 states, with 500+ dealers, 150 OEMs, and 90+ contractors. • Broad Product Range – Offers 1200+ SKUs catering to multiple industries. • Advanced Testing Facilities – Equipped with tensile testers, spectrometers, ultrasonic gauges, and other quality equipment. • Sustainability Focus – Uses recycled materials, energy-efficient processes, and eco-friendly waste management. • Industry Reach – Serves critical sectors including infrastructure, telecom, defence, railways, airports, real estate, and automotive. • Trusted Partnerships – Strong relationships with OEMs, contractors, and dealers, ensuring reliability and consistent supply. Surya Roshni Limited Company Overview Surya Roshni Limited, established in 1973, began its operations as a steel tube manufacturer and has since diversified into both steel pipes & strips and consumer durables. In the steel segment, the company manufactures a wide range of pipes catering to infrastructure, construction, water, and industrial applications. In the consumer segment, it produces and markets lighting solutions, fans, and home appliances, which serve both domestic and commercial needs. Through continuous expansion of product categories and manufacturing facilities, Surya has built a presence across multiple industries, offering a combination of industrial materials and consumer products. Product Offerings • Steel Segment o ERW Steel Pipes o GI Pipes o Hollow Sections o Cold Rolled Strips o PVC Pipes • Consumer Durables Segment o Lighting products (LED lamps, tube lights, street lights, and professional lighting solutions) o Fans (ceiling, table, pedestal, wall, and exhaust fans) o Home Appliances Key Strengths • Established presence in both steel manufacturing and consumer durables. • Diversified product portfolio catering to industrial, infrastructure, and household needs. • Longstanding industry experience since 1973. • Manufacturing capabilities across steel pipes, lighting solutions, and electrical appliances. • Nationwide market coverage through its distribution network. 200Financial Analysis of Peers: Particular Unit Surya Roshni Limited Hariom Pipe Industries Ltd. As at end for Fiscal As at end for Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 2025 2024 2023 2025 2024 2023 Total Revenue ₹ in Lakhs 7,46,555.00 7,82,316.00 8,00,206.00 1,35,994.35 1,15,838.47 64,446.03 Revenue From Operations ₹ in Lakhs 7,43,587.00 7,80,927.00 7,99,671.00 1,35,704.88 1,15,318.77 64,371.21 Growth in Revenue from in % -4.78 -2.34 3.44 17.7% 79.1% 49.5% Operations (in %) Other Income ₹ in Lakhs 2,968.00 1,389.00 535.00 289.47 519.71 74.82 EBITDA ₹ in Lakhs 60,889.00 58,631.00 61,951.00 17,832.07 14,379.15 8,263.15 EBITDA Margin in % 8.19 7.51 7.75 13.1% 12.5% 12.8% PAT ₹ in Lakhs 34,660.00 32,916.00 33,552.00 6,172.60 5,679.95 4,620.80 PAT Margin in % 4.66 4.21 4.20 4.55% 4.93% 7.18% Operating Cash Flow ₹ in Lakhs 39,475.00 54,622.00 28,020.00 7,853.26 495.54 -10,056.84 Cash Flow from Investing ₹ in Lakhs -32,944.00 -5,146.00 -3,318.00 -8,571.64 -18,159.02 -22,151.88 Activities Cash Flow from Financing ₹ in Lakhs -8,034.00 -46,088.00 -24,617.00 3,131.69 7,437.18 42,605.74 Activities Net Worth ₹ in Lakhs 2,46,522.00 2,16,639.00 1,86,359.00 57,267.42 46,411.75 37,516.66 Debt Equity Ratio In Times 0.00 0.00 - 0.70 0.80 0.79 Return on Equity in % 14.97 16.34 19.67 10.78 12.24 12.32 Return on Capital Employed in % 19.63 21.55 - 13.16 13.16 10.91 Return on Assets in % 10.72 11.27 10.97 5.16 6.45 6.52 Interest Coverage Ratio In Times 23.44 19.50 11.24 2.85 3.38 7.05 Fixed Asset Turnover Ratio In Times 8.42 9.31 8.79 3.12 3.05 2.72 Working Capital Days in Days 77.64 62.81 89.88 62.89 61.73 128.50 Net Asset Value Per Share ₹ 113.27 199.08 342.52 184.93 160.79 135.85 Particular Unit Hi-Tech Pipes Limited As at end for Fiscal Fiscal Fiscal Fiscal 2025 2024 2023 Total Revenue ₹ in Lakhs 3,06,952.49 2,70,047.09 2,38,810.94 Revenue From Operations ₹ in Lakhs 3,06,763.62 2,69,929.34 2,38,584.74 Growth in Revenue from Operations (in %) in % 13.65 13.14 26.98 Other Income ₹ in Lakhs 188.87 117.75 226.20 EBITDA ₹ in Lakhs 16,192.11 11,603.63 9,895.74 EBITDA Margin in % 5.28 4.30 4.15 PAT ₹ in Lakhs 7,294.91 4,393.08 3,768.14 PAT Margin in % 2.38 1.63 1.58 Operating Cash Flow ₹ in Lakhs 6,982.93 -9,518.97 13,374.46 Cash Flow from Investing Activities ₹ in Lakhs -39,007.29 -15,338.26 -9,818.04 Cash Flow from Financing Activities ₹ in Lakhs 35,372.56 24,901.68 -3,457.86 Net Worth ₹ in Lakhs 1,25,735.47 57,637.40 41,810.86 Debt Equity Ratio In Times 0.15 0.70 0.56 201Particular Unit Hi-Tech Pipes Limited As at end for Fiscal Fiscal Fiscal Fiscal 2025 2024 2023 Return on Equity in % 7.95 8.85 11.17 Return on Capital Employed in % 9.73 10.27 13.04 Return on Assets in % 4.16 3.73 4.12 Interest Coverage Ratio In Times 3.28 2.40 2.41 Fixed Asset Turnover Ratio In Times 5.24 6.48 7.39 Working Capital Days in Days 72.11 33.77 26.53 Net Asset Value per share ₹ 61.91 38.45 32.71 Note: For All Companies we have considered consolidated Balance Sheet Formulae Parameter Formula Total Revenue Total Income includes Revenue from Operations and Other income. Revenue from operations means the revenue from operations as Revenue From Operations appearing in the restated statement of profit & loss for the relevant year/period. EBITDA PBT+Finance Cost+Depriciation-Other Income EBITDA Margin EBITDA/Revenue from Operations PAT Margin PAT /Revenue from Operations Net worth Shareholder Equity Debt Equity Ratios Short term Borrowing +Long Term Borrowing/Shareholder Equity Return on Equity PAT /Average Shareholder Equity Return On Asset PAT/Total Asset Interest Coverage Ratio EBIT/Finance Cost PAT/Shareholders fund Return On Investment ROI Taken from Balance sheet, above formula is taken from the same (Total Assets - Total Liabilities) / Total number of Outstanding Net Asset Value Shares Working Capital Days Net Working Capital / Revenue from Operations×365 Fixed Asset Turnover Ratio Revenue from Operations / Net Fixed Assets Growth in Revenue from Operation (Current Revenue – Previous Revenue)/Previous Revenue×100 202OUR BUSINESS Some of the information in this section, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” on page 25 for a discussion of the risks and uncertainties related to those statements and also “Risk Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 37, 271 and 354 respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived from our Restated Financial Statement included in this Draft Red Herring Prospectus. For further information, see “Restated Financial Statement” on page 271. Additionally, see “Definitions and Abbreviations” on page 3 for certain terms used in this section. Unless the context otherwise requires, in this section, references to “we”, “us” and “our” “our Company” or “the Company” or "RKS" refer to R.K. Steel Manufacturing Company Limited. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry Report on Indian Steel Pipes & Tubes” dated September 19, 2025 (the “D&B Report”) prepared and issued by Dun & Bradstreet Information Services India Private Limited (“D&B India”), appointed by us on November 8, 2024, and exclusively commissioned and paid for by us in connection with the Issue. D&B India is an independent agency which has no relationship with our Company, our Promoters, Promoter Group and any of our Directors or KMPs or SMPs. The data included herein includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the D&B Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the D&B Report is available on the website of our Company at www.rksteel.co.in until the Bid/Issue Closing Date. For more information, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the D&B Report which has been commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 67. OVERVIEW Incorporated in the year 2006, we are a manufacturer of welded structural steel tubes and pipes, with over Sixteen (16) years of experience in the welded steel tubes and pipes industry. Our welded steel pipes and tubes portfolio consists of Pre-Galvanised Pipes (“GP Pipes”), Hot Dip Galvanized Pipes and Tubes (“GI Pipes”), Hot Rolled Pipes and Tubes (“HR Pipes”) and Cold Rolled Pipes and Tubes (“CR Pipes”). We also manufacture value-added product such as Galvanized plain coils (“GP Coils”), Cold rolled full hard coils (“CRFH Coils”), hot rolled pickled & oiled coils (“HRPO Coils”) from our principal raw material i.e. hot rolled Coils (“HR Coils”). We are one of the few companies in the southern states of India with tandem cold rolling mills, enabling the production of cold-rolled products efficiently and meeting industry demands with consistency in production and supply (Source: D&B Report). We manufacture welded pipes and tubes in various shapes and sizes to meet diverse industrial applications. Our products are designed to align with market requirements and are used across multiple industries, including construction, automobile, solar power, engineering, furniture, and gas. Our offerings include: (i) sectional i.e. square and rectangle shaped pipes ranging from 10 mm x 10 mm to 125 mm x 125 mm and 25 mm x 12 mm to 145 mm x 82 mm (ii) round shaped pipes ranging from 10 OD to 173 OD thickness 0.60 mm to 7.00 mm. In addition to our revenue derived from our manufacturing activity, we also derive revenue from trading of steel coils and sheets. Our Company’s revenue from operations for the period indicated are detailed as below; 203(₹ in lakhs except for percentages) Our operations Fiscal 2025 As % of Fiscal 2024 As % of Fiscal As % of Revenue Revenue from 2023 Revenue from from Operations Operations Operations Income from 1,03,762.19 90.40 1,00,325.21 98.15 84,744.25 100 Manufacturing Income from 11,017.14 9.60 1,890.79 1.85% - - Trading Total 1,14,779.33 100 1,02,216.00 100 84,744.25 100 *As certified by Statutory Auditors Mahesh C Solanki & Co., through certificate dated September 19, 2025. We primarily serve the southern part of the domestic market and have also exported our products on small scale basis to two (2) countries during last three Fiscals. We exported our products on small scale basis to USA, and Peru. We derive majority of our revenue from the sale of our products in the southern states of India through traders’ network. We generate significant revenue from operations from the state of Kerala, Tamil Nadu, Karnataka and Telangana which amounts to ₹ 1,13,484.64 lakhs, ₹98,737.63 lakhs and ₹84,074.28 lakhs constituting 98.86 %, 96.59%, and 98.4% of total revenue from operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The following table sets forth a breakdown of our revenues from operations in India and our revenue from operations outside India, in absolute terms and as a percentage of total revenue from operations, for the periods indicated: (₹ in lakhs except for percentages) Particulars Fiscal 2025 % to the Fiscal 2024 % to the Fiscal 2023 % to the total total total revenue revenue revenue Domestic Revenue 1,14,779.33 100.00% 1,02,172.73 99.96% 84,494.11 99.70% Export Revenue - - 43.27 0.04% 250.14 0.30% Total Revenue 1,14,779.33 100.00% 102,216.00 100.00% 84,744.25 100.00% from Operations *As certified by the Statutory Auditors, Mahesh C Solanki & Co through certificate dated September 19, 2025. We believe that we have proved our capability by manufacturing and delivering over 7,51,307 MT of steel pipes and tubes between Fiscal 2020 to period ended March 31, 2025 at an overall level. With over 16 years of experience in steel pipes and tubes segment, we believe that we are one of the trusted vendors for our customers. During the Fiscal 2025, Fiscal 2024 and Fiscal 2023, we catered to 471 customers, 476 customers, 424 customers respectively, out of which over 202 customers have been associated with us for over a period of 3 years, and such customers contributed ₹82,330.56 lakhs to our revenue from operations which amounted 71.73% of total revenue from operations of Fiscal 2025. We commenced our operations in 2009 with the manufacturing of welded structural steel tubes and pipes at a facility in Chennai, Tamil Nadu (“Erstwhile Chennai Facility”). This facility was equipped with three tube mills and two slitting lines. As our operations expanded, we recognized the need to enhance our manufacturing capabilities to meet increasing demand, improve efficiency, and align with our long-term growth strategy. To facilitate this expansion, we strategically decided to establish a larger, more advanced manufacturing facility that would enable us to scale our operations and integrate modern production technologies under one roof. Accordingly, in the year 2016, we entered into a 99-year lease for a new manufacturing facility at Perundurai, Tamil Nadu, India and in 2018 commenced operation at the new manufacturing facility (Manufacturing Facility). With the successful establishment and operational stability of our Manufacturing Facility, we completely transitioned from our Erstwhile Chennai Facility to the new Manufacturing Facility. With improved infrastructure and larger production capabilities, we believe we are well-positioned to serve a broader market while maintaining the high standards of quality and reliability of our products. As on date, we operate through our new integrated Manufacturing Facility admeasuring approximately 18.49 acre (including the open area), located at Plot NN5, SIPCOT Industrial Growth Centre, Ingur Village, Perundurai 638 052, Tamil Nadu. As on date, our Manufacturing Facility is equipped with nine (9) Tube Mills, four (4) Slitting Lines, two (2) Continuous Galvanizing Line (“CGL”), one (1) Tandem Cold Rolling Mill (“CRM”), one (1) Pickling Unit, and one (1) Hot Dip Galvanizing (“GI”) Unit. We use a combination of mechanized and human 204skills to achieve the desired standards of manufacturing. As on March 31,2025 we had an installed capacity of 13,63,200 MTPA. For details, see “Our Business – Installed Capacity, Available Capacity, Actual Production and Capacity Utilization” on page 219. Our Manufacturing Facility is also supported by infrastructure for storage of raw materials, finished goods, and quality control measures. We endeavor to maintain stringent quality standards and place emphasis on the quality of our products. Our Manufacturing Facility is certified in accordance with ISO 9001:2015 for the manufacture and Supply of ERW MS/Galvanized/Hot-Dip Galvanized/CR/HRPO/Powder Coated Tubes, Pipes and Galvanized Coils. We have also received product certifications from the Bureau of Indian Standards, such as the IS 1161: 2014, IS 1239: PART 1: 2004, IS 3601: 2006, IS 4923: 2017 and IS 18573: 2024 for steel tubes and pipes. For further details, see “Government and Other Approval” on page 398. In order to support sustainability, we have installed a captive solar photovoltaic plant with a capacity of 5.5 MW at Orikottai village, Thiruvadanai Taluka, Ramanathapuram, Tamil Nadu, India. Further, to align with environmental responsibilities and contribute to green energy solutions, we have adopted compressed biogas (“CBG”) as a replacement for conventional furnace oil in our production process. This initiative reduces dependence on fossil fuels and supports cleaner energy usage. As a result, we have been acknowledged as one of the pioneers in sustainable industrial practices by Indian Oil Corporation Limited (“IOCL”) (Source: D&B Report). We are led by our Promoters, particularly, Pramod Kumar Bhalotia and Abhishek Bhalotia who possesses collective experience of over three decades in the steel industry and has been intimately involved in our business. Our Promoters continue to remain actively involved in our operations and continue to bring their vision, business acumen and leadership to our Company, which has been instrumental in sustaining our business operations and growth. We are also supported by qualified and experienced Key Managerial Personnel and Senior Management Personnel who have demonstrated their ability to anticipate and capitalize on changing market trends, manage and grow our operations and leverage and deepen customer relationships. For further details, see “Our Promoters” and “Our Management” on page 263 and 247, respectively. As on June 30,2025 we are also supported by our work force which consist of 200 permanent employees. Financial performance indicators Our key financial performance indicator for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are detailed below. (₹ in lakhs except for percentages) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total Income (1) 1,15,373.05 1,02,851.55 85,880.40 Revenue From Operations (2) 1,14,779.33 1,02,216.00 84,744.25 Growth in Revenue from Operations (in %) 12.29 20.62 -13.86 Other Income (3) 593.72 635.55 1,136.14 EBITDA (4) 4,829.82 5,955.37 4,713.40 EBITDA Margin (5) 4.21 5.83 5.56 PAT (6) 1,090.63 2,270.41 1,988.15 PAT Margin (7) 0.95 2.22 2.35 Cash Flow from Operating Activities (8) (4,462.58) 2,752.16 (2,318.79) Cash Flow from Investing Activities (9) (3,889.92) (375.00) (6,138.32) Cash Flow from Financing Activities (10) 5,326.51 1,749.26 8,855.78 Net Worth (11) 12,068.31 10,980.50 8,703.38 Debt Equity Ratio (12) 2.91 2.49 2.68 Return on Equity (13) 9.46% 23.07% 27.32% Return on Capital Employed (14) 8.28% 13.37% 12.68% Return on Assets (15) 2.01% 5.66% 5.58% Interest Coverage Ratio (16) 1.60 2.46 3.01 Fixed Asset Turnover Ratio (17) 12.63 12.54 20.41 Working Capital Days (18) 104.00 86.00 93.00 205Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Net Asset Value per share (19) 24.43 22.23 17.62 As certified by the Statutory Auditors through certificate dated September 19, 2025. Notes 1. Total income means aggregate of Revenue from operations and Other Income. 2. Revenue from Operations represents the income generated by the Company from its core operating activities. This gives information regarding the scale of operations. 3. Other Income is the income generated by the Company from its non core operations 4. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax/ (loss) for the year / period and adding back interest cost, depreciation, and amortization expense. 5. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations. 6. Profit for the year/period represents the restated profits of the Company after deducting all expenses. 7. PAT Margin (%) is calculated as Profit for the year/period as a percentage of Revenue from Operations. 8. Cash Flow from Operating Activities represents the net cash generated or used by a company’s core business operations during the year. 9. Cash Flow from Investing Activities reflects the cash spent on or received from investments in assets like property, equipment, or securities during the year 10. Cash Flow from Financing Activities shows the cash inflows and outflows related to borrowing, repaying debt, issuing shares, or paying dividends during the year. 11. Net Worth is computed as Equity Share Capital plus Other Equity 12. Debt - equity ratio is calculated by dividing total debt by total equity. Total debt represents long - term and short - term borrowings. Total equity is the sum of share capital and reserves & surplus and NCI. 13. Return on Equity is calculated by dividing PAT by average shareholders' equity, indicating how effectively a company uses equity to generate profit. 14. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end of respective period/year. (Capital employed calculated as the aggregate value of total equity, total debt and reduced by Intangible assets) 15. Return on Assets (ROA) is calculated by dividing PAT by total assets. 16. Interest coverage ratio is calculated as EBIT divided by Finance cost 17. Fixed Asset Turnover Ratio is computed as revenue from operations divided by net fixed assets 18. Working Capital Days is derived from (Working Capital ÷ Sales) × 365. 19. Net Asset Value per Share is calculated as total assets reduced by total liabilities divided by the number of outstanding shares at the end of the year. Market Opportunity • The Indian mild steel pipes market is set to sustain a steady growth trajectory, underpinned by increasing demand across key industries. By FY24, consumption reached 1.5 million metric tonnes, and the market size stood at USD 4.3 billion, driven by robust infrastructure investments and a strong focus on domestic manufacturing. Looking ahead, consumption is projected to rise to 10.1 MTPA by FY28, while the market size is expected to expand to USD 32.1 billion, reflecting sustained growth driven by structural and technological advancements. • This growth is primarily driven by extensive investments in infrastructure projects, supported by government initiatives such as “Make in India” and the National Infrastructure Pipeline (NIP). The demand for mild steel pipes is particularly strong in urban housing, water supply systems, and transportation networks. • On the export side, India’s steel pipes and tubes industry is poised for stronger growth, with exports expected to rise from 1,583,000 tonnes in FY2024 to 1,836,000 tonnes in FY2029, representing a robust CAGR of 3%. This expansion is supported by increasing demand from international markets, the global infrastructure boom, and India’s competitive manufacturing costs and advancements in quality standards, particularly in regions with growing infrastructure and industrial development. • Overall, the outlook for steel pipes and tubes in India is promising, with moderate growth in imports and a stronger growth trajectory for exports. The expanding domestic infrastructure and energy sectors, along with rising global demand, position India to experience steady growth in the steel pipe and tube market over the next five years. (Source: D&B Report) 206OUR KEY STRENGTHS We believe that we benefit from the following competitive key strengths: Established integrated manufacturing setup at strategic location We operate through our Manufacturing Facility, leveraging over 16 years of operational experience in manufacturing steel pipes and tubes catering to diverse industrial applications. In line with our commitment to continuous expansion, we augmented our manufacturing capacity in 2024 by commissioning five additional tube mills, increasing the total to nine, and installing an additional slitting line, bringing the total to four. our manufacturing facility is now equipped with nine tube mills, four slitting lines, two continuous galvanizing lines, one tandem cold rolling mill, one pickling unit, and one hot dip galvanizing unit, ensuring an efficient and streamlined manufacturing process. According to the D&B Report, we are among the few companies in South India with a tandem cold rolling mill, enabling efficient cold-rolled product manufacturing while ensuring consistency in production and supply. The cold rolling machine also allows us to efficiently control various critical input parameters of the raw material that we use for production of tubes and pipes ensuring quality standards. We use a combination of mechanized and human skills to achieve the desired standards of manufacturing We continuously strive to expand our production capacity and streamline processes to achieve economies of scale. The table below presents details of our installed capacity and aggregate utilized capacity as of last three Fiscals.: (in MTPA) Fiscal 2025 Machine Installed Capacity MT Actual Production MT Utilization % Details Tube Mill 1 30,000.00 25,631.00 85.44% Tube Mill 2 36,000.00 29,750.00 82.64% Tube Mill -3 48,000.00 27,489.00 57.27% Tube Mill -4 36,000.00 26,978.00 74.94% Tube Mill -5 30,000.00 7,244.00 24.15% Tube Mill -6 12,000.00 616.00 5.13% Tube Mill -7 30,000.00 4,237.00 14.12% Tube Mill -8 30,000.00 5,350.00 17.83% Tube Mill -9 36,000.00 1,439.00 4.00% Slitting - 1 1,56,000.00 72,338.00 46.37% Slitting - 2 93,600.00 52,276.00 55.85% Slitting - 3 1,56,000.00 1,33,269.00 85.43% Slitting - 4 93,600.00 1,213.00 1.30% CRM 1,80,000.00 1,19,381.00 66.32% CGL-1 1,08,000.00 61,282.00 56.74% CGL-2 1,08,000.00 37,768.00 34.97% Pickling 1,56,000.00 1,25,553.00 80.48% GI 24,000.00 18,718.00 77.99% Total Capacity 13,63,200.00 75,0532.00 55.06% As certified by Independent Chartered Engineer, Dr. K. Krishnamurthy, by certificate dated July 3, 2025 Fiscal 2024 Fiscal 2023 Machine Installed Actual Capacity Installed Actual Capacity Details capacity MT production utilization capacity MT production utilization MT % MT % Tube Mill 1 30,000.00 26,519.00 88.39% 30,000.00 17,464.34 58.21% Tube Mill 2 36,000.00 31,152.79 86.53% 36,000.00 20,957.21 58.21% Tube Mill 3 48,000.00 26,606.53 55.43% 48,000.00 34,928.69 72.76% Tube Mill 4 36,000.00 28,152.31 78.20% 36,000.00 17,464.34 48.51% Slitting - 1 1,56,000.00 72,681.55 46.59% 1,56,000.00 69,773.41 44.72% 207Fiscal 2024 Fiscal 2023 Machine Installed Actual Capacity Installed Actual Capacity Details capacity MT production utilization capacity MT production utilization MT % MT % Slitting – 2 93,600.00 43,563.41 46.54% 93,600.00 29,072.26 31.06% Slitting – 3 1,56,000.00 99,954.26 64.07% 1,56,000.00 58,144.51 37.27% CRM 1,80,000.00 92,889.15 51.60% 1,80,000.00 30,086.63 16.71% CGL- 1 1,08,000.00 33,156.55 30.70% 1,08,000.00 46,832.00 43.36% CGL-2 1,08,000.00 54,558.09 50.51% 1,08,000.00 20,071.00 18.58% Pickling 1,56,000.00 1,05,631.20. 67.71% 1,56,000.00 35,393.85 22.68% GI 24,000.00 16,710.74 69.62% 24,000.00 15,927.29 66.369% Total 11,31,600 6,31,575.56 55.81% 11,31,600.00 3,96,115.27 35.00% As certified by Independent Chartered Engineer, Dr. K. Krishnamurthy, vide their certificate dated July 3, 2025 Our Manufacturing Facility is also supported by infrastructure for storage of raw materials and finished goods, together with quality control. Our production process is flexible, allowing us to customize products to meet specific customer requirements and adapt our product mix in response to evolving market conditions. We have the capability to manufacture steel pipes and tubes from our primary raw material, HR coils, while also converting these HR coils into value-added products such as GP coils, CRFH, or HRPO coils, which can be independently sold in the market. The quantity of our welded steel pipes and tubes produced at our Manufacturing Facility is detailed as below. (In MT) Products Welded steel Pipes and Tubes Steel Coils GI Pipes HR Pipe CR Pipe GP Pipes GP Coils CRFH HR Coil Coils Fiscal 2025 18,359.21 18,477.2 25,464.04 82,571.00 98,697.00 1,19,237.0 1,25,460.0 0 0 Fiscal 2024 16,477.00 11,325.01 7,630.80 75,304.20 87,434.50 92,719.40 1,04,127.3 0 Fiscal 2023 15,620.78 4,128.87 2,244.39 67,519.12 66,400.88 30,002.81 35,027.36 As certified by the Statutory Auditors Mahesh C Solanki & Co. through certificate dated September 19, 2025. Our Manufacturing Facility is strategically located near different mediums of transport that are used for our business for inward and outward transportation. The connectivity to our Manufacturing Facility is set forth below: Nearest commercial city • Erode, Tamil Nadu, India (approximately 20 km) • Coimbatore, Tamil Nadu, India (approximately 85 km) • Salem, Tamil Nadu, India (approximately 100 km) • Tiruppur, Tamil Nadu, India (approximately 60 km) Nearest Railway Station • Erode Junction Railway Station, Erode, Tamil Nadu, Idnia (approximately 20 km) • Tiruppur Railway Station, Tiruppur, Tamil Nadu, India (approximately 60 km) Nearest Ports • Cochin Port, Kochi, Kerala, India (approximately 190 km away) • Chennai Port, Chennai, Tamil Nadu, India (approximately 380 km) • Tuticorin Port (V.O. Chidambaranar Port), Thoothukudi, Tamil Nadu, India (approximately 300 km) Nearest Airport • Coimbatore International Airport, Coimbatore, Tamil Nadu, India (approximately 80 km) • Tiruchirapalli International Airport, Tiruchirapalli, Tamil Nadu, India (approximately 175 km) Nearest highway • NH 544 (Salem-Kochi Highway) runs through Perundurai connecting it to major cities like Coimbatore, Tamil Nadu, India and Kochi, Kerela, India 208• NH 381A connects Perundurai to Erode, Tamil Nadu, India • SH 96 – Perundurai to Erode, Tamil Nadu, India • SH 97 – Perundurai to Kangeyam, Tamil Nadu, India Our Manufacturing Facility's location allows for efficient transportation of raw materials and finished products. It facilitates convenient distribution to customers, reducing transportation expenses and improving delivery timelines. These factors enhance logistics management, optimize supply chain operations, and lower overall costs. The reduction in transportation costs improves financial efficiency by decreasing expenditures, supporting higher operating margins, and strengthening business performance. Diverse Product Portfolio We specialize in the manufacturing of welded structural steel tubes and pipes, along with value-added products, across a wide range of sizes and grades such as E210, E250, E310 and E350. Our products find extensive applications across various industries. The details of our product shapes and sizes are set out below: Products Welded Steel Pipes and Tubes Steel Coils GP Pipes GI pipes HR Pipes CR Pipes GP coils CRFH HRPO coils Coils Square Size Range Size Size Size - - - Range Range Range 12 mm x 12 mm to 38 mm x 12 mm x 12 mm x 125 mm x 38 mm to 12 mm to 12 mm to 125 mm 125 mm x 125 mm x 50 mm x 125 mm 125 mm 50 mm Thickness Range Thickness Thickness Range Range Thickness 0.60 mm x Range 3.00 mm 1.60 mm x 1.60 mm x 5.00 mm 5.00 mm 0.60 mm x 2.00 mm Rectangular Size Range Size Size Size - - - Range Range Range 25 mm x 12 mm to 60 mm x 25 mm x 25 mm x 145 mm x 40 mm to 12 mm to 12 mm to 82 mm 145 mm x 145 mm x 60 mm x 82 mm 82 mm 40 mm Thickness Range Thickness Thickness Thickness Range Range Range 0.60 mm x 1.60 mm x 1.60 mm x 0.60 mm x 3.00 mm 5.00 mm 5.00 mm 2.00 mm Round Size Range Size Size Size - - - Range Range Range 10 OD to 173.5 OD 21 OD to 10 OD to 10 OD to 173 OD 173.5 OD 76 OD Thickness Range Thickness Thickness Thickness Range Range Range 0.60MM x 3.00MM 1.60 mm 1.60 mm x 0.60 mm to 5.00 5.00 mm to 2.00 mm mm 209Products Welded Steel Pipes and Tubes Steel Coils GP Pipes GI pipes HR Pipes CR Pipes GP coils CRFH HRPO coils Coils Coils - - - - Width Width Width 200 mm to 200 mm – 200 mm to 650 mm 650 mm 650 mm Thickness Thickness Thickness 0.80 0.80 mm to mm to 0.80 mm to 3.50 mm 2.50 mm 3.50 mm Coating 80 GSM to 275 GSM Our product portfolio includes a wide range of sizes and grades, enabling us to meet the changing expectations of customers and align with evolving market demands. This variety allows us to serve multiple industries and customer segments, ensuring that our offerings remain relevant in a competitive environment. By catering to diverse requirements, we strengthen our position in the market and enhance customer retention. Additionally, the ability to provide a broad selection of products gives our company a competitive edge, allowing us to differentiate ourselves from competitors and maintain a strong market presence. Our diversified product portfolio reduces our dependency on a particular product and de-risked our revenue streams. The following table provides information in relation to the revenue obtained from our products portfolio for last three Fiscals: (₹ in lakhs except for percentages) Welded Steel Pipes and Tubes Steel Coils Others* Particulars HR CR CRFH GP Pipes GI pipes GP Coils HR Coils Pipes Pipes Coils Fiscal 2025 50,107.57 12,362.73 5,468.05 9,826.22 9,983.08 77.08 13,623.97 13,330.63 % of 43.66% 10.77% 4.76% 8.56% 8.70% 0.07% 11.87% 11.61% Revenue from Operations Fiscal 2024 50,837.52 13,923.67 9,092.15 4,753.02 7,876.10 281.13 11,895.10 3,557.31 % of 49.74% 13.62% 8.90% 4.65% 7.71% 0.28% 11.64% 3.46% Revenue from Operations Fiscal 2023 53,103.40 12,253.60 3,999.25 1,456.33 10,532.22 637.23 2,134.99 627.23 % of 62.66% 14.46% 4.72% 1.72% 12.43% 0.75% 2.52% 0.74% Revenue from Operations * Others include sale of HR Sheet/Plate, MS Angle, MS Flat, MS Round, Sponge Iron and Iron Ore Pellet As certified by the Statutory Auditors Mahesh C Solanki & Co. through certificate dated September 19, 2025. The following table provides information in relation to the average price of the products sold per MT for the periods indicated: (Amount in Rs.) Particulars Welded Steel Pipes and Tubes Steel Coils 210GP Pipes GI pipes HR CR Pipes GP coils CRFH HR Coils Pipes coils Fiscal 2025 61,244.78 66,626.40 54,433.45 55,783.75 57,684.42 52,623.29 50,366.55 Fiscal 2024 67,017.26 71,842.98 59,038.59 63,530.11 66,157.11 65,502.85 56,236.39 Fiscal 2023 73,489.59 78,905.13 65,641.38 68,376.70 67,553.13 67,110.49 59,310.76 As certified by the Statutory Auditors Mahesh C Solanki & Co. through certificate dated September 19, 2025. Positioned to take advantage of the growing demand for quality welded steel pipes and tubes We believe that we are positioned to capitalize on the increasing demand for high-quality welded steel pipes and tubes. Steel pipes find applications in several industries and sectors. According to D&B, Report the Indian mild steel pipes market is set to sustain a steady growth trajectory, underpinned by increasing demand across key industries. Looking ahead, consumption is projected to rise to 10.1 MTPA by FY28, while the market size is expected to expand to USD 32.1 billion, reflecting sustained growth driven by structural and technological advancements. This growth is primarily driven by extensive investments in infrastructure projects, supported by government initiatives such as “Make in India” and the National Infrastructure Pipeline (NIP). Further, as per D&B Report, the outlook for steel pipes and tubes in India is promising, with moderate growth in imports and a stronger growth trajectory for exports. The expanding domestic infrastructure and energy sectors, along with rising global demand, position India to experience steady growth in the steel pipe and tube market over the next five years. By maintaining a diverse product portfolio and adhering to industry standards, we can effectively meet the evolving requirements of customers. Our ability to deliver reliable products at competitive prices strengthens our market position and enhances customer trust. As demand continues to grow, our strategic approach allows us to expand our reach, build strong customer relationships, and sustain long-term business growth. Our manufacturing processes ensure consistency in product quality while optimizing production efficiency. This enables us to reduce delivery timelines and maintain cost-effective pricing, making our products more accessible to customers. The combination of quality, timely delivery, and competitive pricing enhances our market presence and strengthens customer preference. By leveraging these capabilities, we believe that we possess a competitive advantage that supports sustained growth and market expansion. Established customer base and strong relationships We believe that we have established strong customer relations in the course of over 16 years of operating experience. We believe that one of the key factors differentiating us from our competitors is the quality of our products and customer centric approach of offering products meeting the customers’ specifications. We believe that this approach has helped us to not only grow our business but has also nurtured and expanded our market presence in the industry in which we operate. During Fiscal 2025, Fiscal 2024 and Fiscal 2023, we catered to over 471 customers, 476 customers, 424 customers respectively, out of which 202 customers have been associated with us for over a period of 3 years, and such customers contributed to ₹ 82,330.56 lakhs to our revenue from operations which amounted 71.73% of total revenue from operations of Fiscal 2025. We primarily serve the domestic market and have also exported our products on small scale basis to two (2) countries during last three Fiscals. We exported our products to USA, and Peru. These exports reflect our future capability to expand our market reach and explore potential growth in international markets while strengthening our presence in the domestic sector. Our long-term association with our key customers also offers significant competitive advantages such as revenue visibility, industry goodwill and quality assurance. Strong Promoters and Experienced Management Team 211We are driven by a qualified and dedicated management team, which is led by our Board of Directors. Our Promoters, particularly Pramod Kumar Bhalotia, and Abhishek Bhalotia, have played a significant role in the development of our business. Our Promoters play a key role in formulating business strategies, driving innovation, integrating systems, processes, and technologies, as well as overseeing business diversification and expansion. Our Promoter, Pramod Kumar Bhalotia, possesses around thirty-three (33) years of experience in the steel industry, bringing extensive expertise in business operations and strategic planning. Our Promoter, Abhishek Bhalotia, has more than eight (8) years of experience in the sector, contributing to business development, production, and operational management. Our company is supported by a experienced senior management team, each bringing valuable expertise in their respective domains. Vijay Balasaheb Pawar, our General Manager – Tube Mill Division, has been with our company since 2007 and has over eighteen (18) years of experience in steel production management and quality assurance. Vijay Kumar Rai, our Head of Department – Electrical, has been part of our company since 2012 and brings over thirty (30) years of expertise in electrical engineering. Before joining us, he was associated with Grass Steel Private Limited, and Lloyds Line Pipes Limited. Our senior management team plays a vital role in enhancing operational efficiency, driving innovation, and contributing to strategic growth. Their collective expertise enables us to meet diverse market demands while ensuring a de-risked and resilient business model. We believe that our management’s collaborative and function-oriented approach is critical to our competitive advantage. Our management team’s collective experience and capabilities enable us to understand and anticipate market trends, manage our business operations and growth, leverage customer relationships and respond to changes in customer preferences. We will continue to leverage on the experience of our management team and their understanding of the special steels industry, to take advantage of current and future market opportunities. For further details, see “Our Promoters and Promoter Group” and “Our Management” on page 263 and 247. With the support of a qualified pool of employees including our quality assurance team, we have collectively demonstrated an ability to manage and grow our operations. We believe that with the combination of our Promoters along with qualified pool of employees and their experience and expertise in the steel industry has provided us with a competitive advantage and enabled us to maintain consistency in our financial performance on year-on-year basis. Commitment to Sustainability We are committed to operating our manufacturing activities in an environmentally responsible and sustainable manner. Our operations adhere to all applicable environmental, safety and pollution control regulations prescribed under Indian laws. In order to support sustainability, we have installed a captive solar photovoltaic plant with a capacity of 5.5 MW at Orikottai village, Thiruvadanai Taluka, Ramanathapuram, Tamil Nadu, which caters to a significant portion of our energy requirements through renewable sources. Further, to align with environmental responsibilities and contribute to green energy solutions, we have adopted CBG as a replacement for conventional furnace oil in our production process. This initiative reduces dependence on fossil fuels, supports cleaner energy usage, and reflects our proactive approach to energy transition. As a result, we have been acknowledged as one of the pioneers in sustainable industrial practices by IOCL. (Source: D&B Report). Our environmental management system is further supported by dedicated manpower for the operation and maintenance of our Effluent Treatment Plant (ETP), ensuring effective wastewater treatment and adherence to statutory discharge norms. Through these measures, we aim to integrate sustainability into our core business operations while maintaining full regulatory compliance and advancing our environmental stewardship. OUR STRATEGIES Strengthening our foothold in our existing markets and expanding our customer base A majority of our products are primarily sold domestically through traders’ network and our products caters wide application across multiple industries including Construction, Infrastructure, automobile, solar power, engineering, etc. We currently derive majority of our revenue from sale of our products in four (4) states through our traders’ 212network. We generate significant revenue from operations from the state of Karnataka, Kerala, Tamil Nadu, and Telangana which amounts to ₹ 1,13,484.64 lakhs, ₹98,737.63 lakhs and ₹84,074.28 lakhs constituting 98.86%, 96. 59%, and 98.4% of total revenue from operations for Fiscal 2025. Fiscal 2024 and Fiscal 2023, respectively. The following table sets forth a breakdown of our revenues from operations from the major states/union territories of the Country, in absolute terms and as a percentage of total revenue from operations, for the periods indicated; (₹ in lakhs except for percentage) States For Fiscal % of total For Fiscal % of total For Fiscal % of total 2025 revenue 2024 revenue 2023 revenue 18,800.91 16.38 21,138.37 20.68 9,850. Karnataka 15 11.53 50,658.16 44.13 46,736.94 45.71 Kerala 57,968.12 67.85 41,584.05 36.22 25.45 Tamil Nadu 26,082.47 13,728.07 16.07 2,441.52 2.13 4,779.85 4.68 Telangana 2,527.94 2.95 1,13,484.64 98.86 Total 98,737.63 96.59 84,074.28 98.4 Between Fiscal 2023 and Fiscal 2025, our revenue from operations has grown, driven primarily by our focus on the domestic market, with exports contributing only a negligible share. Going forward, we aim to leverage our diverse product portfolio, strong customer acceptance in domestic markets, and our initial presence in export markets to expand into new international territories. In addition to global expansion, we remain committed to strengthening our position in the domestic market. Our strategy includes increasing our wallet share with existing customers by offering a wider range of products and enhancing service efficiency. Simultaneously, we will focus on establishing relationships with new customers to further expand our market presence and drive sustainable growth. Enhancing Operations and Profitability Through Strategic Initiatives We believe that our focus on quality operations and customized solutions has not only strengthened customer trust and engagement but has also contributed to the overall growth of our business. To maintain and improve operational efficiency, we regularly analyze our production and maintenance processes to identify areas for optimization. These efforts are further supported by investments in new technology, upgraded machinery, and automation, which enhance productivity and streamline operations. Our strategic initiatives, including continued investment in our manufacturing facilities, expansion of in-house capabilities, and optimization of supply chain management, play a critical role in driving long-term success. By building on these initiatives, we aim to achieve operational excellence, leading to sustained profitability and financial growth. Moving forward, we remain committed to refining our processes, leveraging technology, and implementing efficiency-driven measures to enhance business performance and strengthen our market position OUR BUSINESS OPERATIONS In addition to our revenue derived from our manufacturing activity, we also derive revenue from trading of steel coils and sheets. Our Company’s revenue from operations for the period indicated are detailed as below; (₹ in lakhs except for percentages) Our operations Fiscal 2025 As % of Fiscal 2024 As % of Fiscal As % of Revenue Revenue 2023 Revenue from from from Operations Operations Operations Income from 1,03,762.19 90.40 1,00,325.21 98.15% 84,744.25 100 Manufacturing 213Our operations Fiscal 2025 As % of Fiscal 2024 As % of Fiscal As % of Revenue Revenue 2023 Revenue from from from Operations Operations Operations Income from 11,017.14 9.60 1,890.79 1.85% - - Trading Total 1,14,779.33 100 1,02,216.00 100 84,744.25 100 *As certified by Statutory Auditors., through certificate dated September 19, 2025. Our trading income primarily comprises revenue generated from the sale of HR Coils, which constitute a key raw material in the manufacturing of welded pipes and tubes. We undertake trading activities to cater to the requirements of small-scale manufacturers who are unable to place advance orders or maintain large inventory levels, as well as manufacturers executing low-volume orders requiring immediate supply. In addition, we also supply HR Coils to sheet suppliers and PEB manufacturers located within our regional market. This trading activity enables us to optimize inventory utilization, strengthen customer relationships across the value chain, and enhance our overall revenue base. PRODUCTS The following table lists our product portfolio of steel pipes and tubes, as well as their principal end uses and markets: Products Image Product description Usage Welded Steel Pipes and Tubes GP Pipes GP Pipes (Galvanized Plain • Housing Construction Pipes) are zinc-coated steel • General Engineering pipes that offer superior • Commercial Construction corrosion resistance, • Infrastructure Projects durability, and strength for • Furniture Applications structural, plumbing, and • Solar panel Manufacturing industrial applications. • Bus Body Building They are widely used in • Automobile Manufacturing construction, water supply, fencing, and fabrication industries. GI pipes GI Pipes (Galvanized Iron) • Scaffolding are zinc-coated steel pipes • Fire-fighting systems that offer superior corrosion • Water Pipe Lines resistance, durability, and • Hand Pumps strength for structural, • Green House Structures plumbing, and industrial • Construction Industry applications. They are • Warehouse Construction widely used in construction, • Bus Body Building water supply, fencing, and • Solar Industry fabrication industries. • Infrastructure Projects HR Pipes HRPO Pipes (Hot Rolled • Housing Construction Pickled & Oiled Pipes) are • General Engineering made from hot rolled steel • Commercial Construction that has been pickled to • Infrastructure Projects remove scale and oiled for • Furniture Applications corrosion resistance, • Solar panel Manufacturing ensuring a clean surface, • Bus Body Building improved weldability, and • Automobile Manufacturing durability. They are widely used in automotive, structural, and industrial applications. 214Products Image Product description Usage Welded Steel Pipes and Tubes CR Pipes CR Pipes (Cold Rolled • Housing Construction Pipes) are precision- • General Engineering engineered steel pipes made Application from cold-rolled steel, • Furniture Application offering high dimensional accuracy, smooth surface finish, and excellent strength. These pipes are widely used in automotive, furniture, and precision engineering applications. Steel Coils GP Coils GP Coils (Galvanized Plain • Construction Coils) are zinc-coated steel • Automotive Industries coils that offer excellent corrosion resistance, durability, and smooth surface finish, making them ideal for roofing, automotive, and industrial applications. These coils ensure high strength and superior formability for further processing. CRFH Coils CRFH Coils (Cold Rolled • Construction Full Hard Coils) are high- • Furniture strength, unannealed steel • Automotive Industries coils with maximum hardness, excellent dimensional accuracy, and superior surface finish. They are widely used in automotive, precision engineering, and industrial applications requiring rigidity and durability. HRPO Coils HRPO Coils (Hot Rolled • Automotive Industries Pickled & Oiled Coils) are • Construction hot rolled steel coils that have undergone pickling to remove scale and oiling for corrosion resistance, ensuring a clean surface and improved weldability. They are widely used in automotive, structural, and industrial applications. OUR MANUFACTURING FACILITY We operate through our manufacturing facility admeasuring approximately 18.49 acre (including the open area), located at Plot NN5, SIPCOT Industrial Growth Centre, Ingur Village, Perundurai 638 052, Tamil Nadu. As on March 31, 2025 we had an installed capacity of 13,63,200 MTPA. Our Manufacturing Facility is certified in accordance with ISO 9001:2015 for the manufacture and Supply of ERW MS/Galvanized/Hot-Dip Galvanized/CR/HRPO/Powder Coated Tubes, Pipes and Galvanized Coils. We have also received product certifications from the Bureau of Indian Standards, such as the IS 1161: 2014, IS 1239: PART 1: 2004, IS 3601: 2006, IS 4923: 2017 and IS 18573: 2024 for steel tubes and pipes. For further details, 215see “Government and Other Approval” on page 398. Our Manufacturing Facility is operated 7 (seven) days in a week working between 1 to 3 shifts per day of 8 hours as per production requirement and we comply with applicable national and public holidays as per National and Festival Holidays Act, 1963. A few photographs of our Manufacturing Facility are set out below; 216Flowchart of Manufacturing Process A brief flow chart explaining the synergies of complete integration is presented below: 217We follows a structured and integrated process to produce high-quality steel tubes and pipes. Each stage of the manufacturing process is designed to ensure efficiency, quality, and consistency in production. The following is a detailed overview of the various stages involved: 1. Raw Material Procurement The process begins with the procurement of raw material (HRCoils) from trusted suppliers. These coils serve as the primary input for manufacturing and are sourced based on the required specifications, including thickness, width, and material grade. Once received, the coils are inspected for defects before being sent for further processing. 2. Coil Slitting In this stage, the large steel coils are passed through slitting machines to cut them into narrower strips according to the required dimensions. This process is crucial in ensuring that the steel strips are the correct width for the next stages of processing. Quality Check: After slitting, the strips undergo a thorough quality inspection to check for precision in width and any irregularities. Dispatch: Approved slitted coils are either sent for further processing or dispatched for use in other applications. 3. Acid Pickling To remove scale, rust, and other impurities from the steel surface, the slit coils undergo acid pickling. In this process, the steel strips are immersed in a series of acid baths to clean the surface and prepare them for subsequent processing. This ensures that the material is free from oxidation, which can affect its mechanical properties. Quality Check: The cleaned coils are inspected to ensure complete removal of impurities. Dispatch: Once approved, the coils are either sent for cold rolling or dispatched for external applications. 4. Cold Rolling Pickled coils that require thickness reduction and improved mechanical properties undergo cold rolling. This process involves passing the steel strips through rollers under high pressure to reduce thickness and enhance tensile strength. Quality Check: The rolled coils are measured for accuracy in thickness and surface quality. Dispatch: Finished cold-rolled coils are dispatched for further processing. 5. Coil Galvanizing To enhance corrosion resistance, some steel coils undergo continuous galvanizing, where they are coated with a protective zinc layer. This process involves passing the steel strips through molten zinc, forming a uniform coating that prevents rust and degradation. Quality Check: The galvanized coils are tested for coating thickness and adherence. Dispatch: Approved coils are either stored for later use or sent for tube manufacturing. 6. Secondary Coil Slitting 218In cases where additional customization is needed, galvanized coils undergo another slitting process to ensure the precise width required for tube manufacturing. This ensures that the input material for tube mills meets the exact specifications. Quality Check: Each slit coil is inspected for precision and consistency. Processing: These coils are then fed into the tube mill for further manufacturing. 7. Tube Mill Processing In this stage, the slit steel strips are formed into cylindrical tubes using tube mills. The process includes: Forming: The slit strips are shaped into a circular profile using forming rollers. Welding: The edges of the formed strip are welded together using a high-frequency induction (HFI) welding process. Sizing & Cutting: The welded tube passes through sizing rollers to achieve the required diameter and is then cut to the desired length. Quality Check: Each tube is inspected for dimensional accuracy, weld integrity, and surface finish. Dispatch: Approved tubes are either sent for hot-dip galvanizing or directly dispatched to customers. 8. Hot-Dip Galvanizing (HDG) Process For tubes requiring additional corrosion resistance, they undergo the hot-dip galvanizing (HDG) process. This involves: Surface Preparation: Tubes are cleaned and pre-treated to remove any contaminants. Zinc Bath: The tubes are dipped into a bath of molten zinc, forming a protective coating. Cooling & Finishing: The galvanized tubes are cooled, inspected, and prepared for final dispatch. Quality Check: Coating thickness and adhesion are tested to meet industry standards. Dispatch: Final products are prepared for shipment. Quality Control and Dispatch At every stage of the manufacturing process, rigorous quality checks are conducted to ensure compliance with product specifications. This includes dimensional accuracy, surface finish, mechanical properties, and coating thickness. Once approved, the finished products are securely packaged and dispatched for delivery to customers. INSTALLED CAPACITY, AVAILABLE CAPACITY, ACTUAL PRODUCTION AND CAPACITY UTILIZATION The information relating to the installed capacity, available capacity, actual production and capacity utilization of our products included below and elsewhere in this Draft Red Herring Prospectus has been certified by the Independent Chartered Engineer by certificate dated July 3, 2025. The information on capacity utilization and available capacity is based on various assumptions and estimates and these assumptions and estimates include standard capacity calculation practice in the steel industry and capacity of other ancillary equipment installed at the relevant manufacturing facility. Undue reliance should therefore not be placed on our capacity information or historical capacity utilization information for our existing manufacturing facilities included in this Draft Red Herring Prospectus. The table below sets forth certain information relating to the installed capacity, available capacity, actual production and capacity utilization for our products for the years indicated: 219The table below presents details of our installed capacity and aggregate utilized capacity as of last three Fiscals.: (in MTPA) Fiscal 2025 Machine Details Installed Capacity MT Actual Production MT Utilization % Tube Mill 1 30,000.00 25,631.00 85.44% Tube Mill 2 36,000.00 29,750.00 82.64% Tube Mill -3 48,000.00 27,489.00 57.27% Tube Mill -4 36,000.00 26,978.00 74.94% Tube Mill -5 30,000.00 7,244.00 24.15% Tube Mill -6 12,000.00 616.00 5.13% Tube Mill -7 30,000.00 4,237.00 14.12% Tube Mill -8 30,000.00 5,350.00 17.83% Tube Mill -9 36,000.00 1,439.00 4.00% Slitting - 1 1,56,000.00 72,338.00 46.37% Slitting - 2 93,600.00 52,276.00 55.85% Slitting - 3 1,56,000.00 1,33,269.00 85.43% Slitting - 4 93,600.00 1,213.00 1.30% CRM 1,80,000.00 1,19,381.00 66.32% CGL-1 1,08,000.00 61,282.00 56.74% CGL-2 1,08,000.00 37,768.00 34.97% Pickling 1,56,000.00 1,25,553.00 80.48% GI 24,000.00 18,718.00 77.99% Total Capacity 13,63,200.00 7,50,532.00 55.06% As certified by Independent Chartered Engineer, Dr. K. Krishnamurthy, by certificate dated July 3, 2025. (in MTPA) Fiscal 2023 Fiscal 2024 Machine Installed Actual Capacity Installed Actual Capacity Details capacity MT production utilization capacity MT production utilization MT % MT % Tube Mill 1 30,000.00 17,464.34 58.21% 30,000.00 26,519.00 88.39% Tube Mill 2 36,000.00 20,957.21 58.21% 36,000.00 31,152.79 86.53% Tube Mill 3 48,000.00 34,928.69 72.76% 48,000.00 26,606.53 55.43% Tube Mill 4 36,000.00 17,464.34 48.51% 36,000.00 28,152.31 78.20% Slitting - 1 1,56,000.00 69,773.41 44.72% 1,56,000.00 72,681.55 46.59% Slitting – 2 93,600.00 29,072.26 31.06% 93,600.00 43,563.41 46.54% Slitting – 3 1,56,000.00 58,144.51 37.27% 1,56,000.00 99,954.26 64.07% CRM 1,80,000.00 30,086.63 16.71% 1,80,000.00 92,889.15 51.60% CGL- 1 1,08,000.00 46,832.00 43.36% 1,08,000.00 33,156.55 30.70% CGL-2 1,08,000.00 20,071.00 18.58% 1,08,000.00 54,558.09 50.51% Pickling 1,56,000.00 35,393.85 22.68% 1,56,000.00 1,05,631.20. 67.71% GI 24,000.00 15,927.29 66.369% 24,000.00 16,710.74 69.62% Total 11,31,600.00 3,96,115.27 35.00% 11,31,600 6,31,575.56 55.81% As certified by Independent Chartered Engineer, Dr. K. Krishnamurthy, by certificate dated July 3, 2025. PACKAGING & DISPATCH The packaging of the finished product is the last step in manufacturing of the products. We have laid down the packaging standards. We have a dedicated team of employees for packaging and dispatch of the products and their efforts helps us to deliver the finished goods in a proper packaging to our customers. OUR EQUIPMENT The details of existing major Plant and Machineries in our Manufacturing Facility, as on March 31, 2025 are given below: 220Sr. Description of the Make Range/ Capacity Number No. Machineries Thickness Range: 0.80 MM - 7.00 MM, 1 Rollform India Pvt 1. Slitting Machine Width: Upto 1500 MM, Weight: Upto 30 Ltd MT Thickness Range: 0.60 MM - 3.00 MM, 1 Rollcon Engineering 2. Slitting Machine Width: Upto 650 MM, Weight: Upto 15 Pvt Ltd MT Thickness Range: 0.80 MM - 7.00MM, 1 Utech Rolls and 3. Slitting Machine Width: Upto 1650 MM, Weight: Upto 32 Equipment Pvt Ltd MT Rollcon Engineering 1 4 Slitting Machine Width 650 mm Thickness 0.80 -3.0 mm Pvt Ltd Tube Mill 1 Nanoway Size Range:15.00 OD - 50.80 OD, 5 (HR,CR,CRFH and Engineering Pvt Ltd Thickness Range: 0.60 MM – 4.00MM GP) Tube Mill 1 Utech Rolls and Size Range: 21.30 OD - 76.20 OD, 6 (HR,CR,CRFH and Equipment Pvt Ltd Thickness Range: 0.80 MM - 4.00MM GP) Tube Mill 1 Rollform India Pvt Size Rang: 60.00 OD - 178.00 OD, 7 (HR,CR,CRFH and Ltd Thickness Rang: 1.20 MM - 7.00MM GP) Tube Mill 1 Rollform India Pvt Size Range: 21.30 OD - 88.90 OD, 8 (HR,CR,CRFH and Ltd Thickness Range: 0.80 MM - 4.50MM GP) Tube Mill (HR, 1 Rollform India Pvt Size Range: 21.30 OD - 88.90 OD, 9 CR, CRFH and Ltd Thickness Range: 0.80 MM - 4.50MM GP) Tube Mill (HR, 1 Rollform India Pvt Size Range: 12.7 OD – 50.8 OD, 10 CR, CRFH and Ltd Thickness Range: 0.60 MM – 2.5 MM GP) Tube Mill (HR, 1 Rollform India Pvt Size Range: 10 OD – 32 OD, Thickness 11 CR, CRFH and Ltd Range: 0.3 MM – 2.0 MM GP) Tube Mill (HR, 2 Rollform India Pvt Size Range: 25 OD – 88.9 OD, Thickness 12 CR, CRFH and Ltd Range: 0.8 MM – 3.2 MM GP) Tube Mill (HR, 1 Rollform India Pvt Size Range: 25 OD – 101 OD, Thickness 13 CR, CRFH and Ltd Range: 0.8 MM – 4.6 MM GP) 2 14 NDT Anup NDT Pvt Ltd - 2 15 Hydro Tester M Tech 150 Kgs/Cm² Thickness Range: 0.60MM - 4.00 MM, 1 Coil Galvanising Rollcon Engineering 16 Width Range: 200 MM – 680 MM, Line – 01 Pvt Ltd Coating Range: 80 GSM – 350 GSM Size Range: 21 OD – 173 OD, Thickness 1 Pipe Galvanising 17. MK Dadhiwala Range: 1.60 MM - 8.00 MM, Length Plant Range: 3000 MM - 6000MM Thickness Range: 0.60 MM - 4.00 MM, 1 Coil Galvanising Rollcon Engineering 18. Width Range :- 200 MM – 680 MM Line – 02 Pvt Ltd Coating Range: 80 GSM – 350 GSM Tandom Cold 1 Rollcon Engineering Thickness Range: 0.30 MM - 2.00 MM, 19. Rolling Mill Pvt Ltd Width Range: 300 MM – 650 MM (CRM) 221Sr. Description of the Make Range/ Capacity Number No. Machineries Coil Pickling Line Rollcon Engineering Thickness Range: 1.60 MM - 4.00 MM, 1 20 (Pickling) Pvt Ltd Width Range: 300 MM – 650 MM Size Range: 21 OD – 88 OD, Thickness 1 21 Threading Machine Ludhiyana Range: 1.60 MM - 3.00 MM Yung Shang Size Range: 21 OD – 173 OD, Thickness 1 22 Threading Machine Equipments - China Range: 1.60 MM - 6.00 MM Master Machine 1 23 Lathe Machine 4 Feet / 5 HP Tools 1 24 Lathe Machine Gitanjali 8 Feet / 5 HP Geared Drilling 2 25 Arjun Engg. 4 Feet / 5 HP Machine 2 26 Drilling Machine Premier Product - 1 27 Shaper Machine Copper Engg. 18" Vertical Turret 1 28 Milling Machine Width - 254, Length – 1270 Milling Machine SAW Blade 1 Rollform India Pvt 29 Resharpening - Ltd Machine DM Water SAI Enviro Care 1 30 3000 ltrs / hr Treatment Plant Systems Pvt Ltd Rinse Water SAI Enviro Care 1 31 40,000 ltrs/day Treatment Plant Systems Pvt Ltd Waste Acid SAI Enviro Care 1 32 50,000 ltrs/day Treatment Plant Systems Pvt Ltd Mechanical Chemin Enviro Care 1 33 3000 ltrs/hr Evaporator Systems Pvt Ltd Chemin Enviro Care 1 34 ATFD Plant 771 kg/hr Systems Pvt Ltd Thermic Fluid - 1 35 Thermax Ltd Boiler Thermo Water - 3 36 Water Heater Engineering Works Star Cooling Tower 9 37 Cooling Tower 100 TR / 7.5 HP Pvt Ltd Kunal/Esha/ GP Kor 15 Arc Welding 2 Phase/3 Phase / 300 Amps/400 38 Welding Equipments Machine Amps/550 Amps Pvt Ltd Size Range :- 21OD - 60OD, Thickness 2 Auto Cutting 39 Janak Enterprises Range :- 0.60MM - 3.00MM, Machine Length :- 150MM - 4000MM Metallising 9 Zinc Spray 40 Equipments 10 KVA/15 KVA / 200 Amps Machine Company Pvt Ltd Multivista 1 41 Air Compressor 550 CFM / 90 KW Pr - 8.5 Kg/Cm² Equipments Pvt Ltd Multivista 1 42 Air Compressor 337 CFM / 55 KW Pr - 8.0 Kg/Cm² Equipments Pvt Ltd Multivista 1 43 Air Compressor 700.3 CFM/ 7.5 KW,Pr - 12.0 Kg/Cm² Equipments Pvt Ltd Dry Air make - 1 44 Air Compressor 3.2 M3/MIN Model KA-25D 1 45 Air Compressor Dry Air make - 7.10 M3/MIN 222Sr. Description of the Make Range/ Capacity Number No. Machineries Model KAPM-50A Dry Air make - 1 46 Air Compressor 8.4 M3/MIN Model KAPM-60A 5 TON /7.5 TON /10 TON/15 TON /30 18 47 Overhead Crane Sun Cranes Pvt Ltd TON 32 TON Weights and 1 48 Essae 60 MT Measures 2 49 Hydraulic Press RKS To test weld quality Transfer Trolley – 3 50 RKS Carrying Capacity: 3 MT/25MT GI/CGL As certified by Dr. K. Krishnamurthy Independent Chartered Engineer, vide his certificate dated July , 3 , 2025. ENVIRONMENT, HEALTH AND SAFETY MEASURES We strive to operate our Manufacturing Facility in a manner that protects the environment and the health and safety of our employees and communities. The safety and security of our employees, customers, plants and equipment and assets is of utmost importance. We are also subject to various environmental laws and regulations. These laws and regulations govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from our operations. For further details, see “Government and Other Approvals” on page 398. In order to support sustainability, we have installed a captive solar photovoltaic plant with a capacity of 5.5 MW at Orikottai village, Thiruvadanai Taluka, Ramanathapuram, Tamil Nadu, India. Further, to align with environmental responsibilities and contribute to green energy solutions, we have adopted compressed biogas (“CBG”) as a replacement for conventional furnace oil in our production process. This initiative reduces dependence on fossil fuels and supports cleaner energy usage. As a result, we have been acknowledged as one of the pioneers in sustainable industrial practices by Indian Oil Corporation Limited (“IOCL”) (Source: D&B Report). Our Manufacturing Facility has effluent treatment processes in compliance with applicable law. In the past, we have not been subject to any material fines or legal action involving non-compliance with any applicable environmental laws or regulations, nor are we aware of any threatened or pending action against us by any environmental regulatory authority. We, from time to time, may adjust our internal policies to accommodate for material changes that have been implemented under the relevant labour and safety laws. In order to ensure the safety of our workforce, we internally implement operational procedures and safety standards for our manufacturing process including work- related injuries, electricity safety, and emergency and evacuation procedures. We believe that accidents and occupational health hazards can be significantly reduced through a systematic analysis and control of risks and by providing appropriate training to our management and our employees and therefore we provide our workforce with occupational safety education and training to enhance their awareness of safety issues. Our workers are covered under the Employees’ State Insurance Act, 1948 thereby entitling them to medical services for themselves and their immediate families. COLLABORATIONS/TIE UPS/JOINT VENTURES As on the date of this Draft Red Herring Prospectus, we do not have any collaborations/tie ups/joint ventures. SALES AND MARKETING STRATEGY Our dedicated sales and marketing team comprising [6] employees as of June 30 2025, is instrumental in promoting our product portfolio and establishing relationships with traders and retailers. To effectively market our products, we focus on a approach that combines direct engagement with dealers and retailers. 223Some of our marketing initiatives are set forth below: • Personalized visits: Our Company organizes personalized visits to prominent traders. During such visits, we provide detailed information in relation to our key products and assist in addressing their queries. • Retailers’ meet: These formal meetings with the retailers involve a detailed presentation about our Company and its key products offerings. We conduct such sessions once a quarter. • Events: In addition, our sales team under the guidance of our Promoters at times participates in industry events, trade fairs and exhibitions, which allows us to connect with potential customers and gather market intelligence. Further, to strengthen relationships with traders and boost their confidence in our business, we offer targeted incentives that recognize and reward high performance. These incentives include foreign travel opportunities, special discounts, and exclusive benefits for top-performing traders. By implementing such appreciation programs, we aim to foster long-term partnerships, encourage higher engagement, and enhance trader loyalty. These initiatives not only motivate traders to achieve better results but also contribute to strengthening our distribution network and market reach. Moving forward, we will continue to explore and refine our trader appreciation strategies to drive sustained growth and collaboration. OUR CUSTOMERS The following is the breakup of our top 2 (two), top 5 (five) and top 10 (ten) customers for the Fiscal 2025, 2024 and 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % to Amount (in % to Amount (in % to (in ₹ operation ₹ lakhs) operation ₹ lakhs) operation lakhs) revenue revenue revenue Customers Top 2 Customers 12,120.28 10.56% 15,249.27 14.92% 11639.17 13.73% Top 5 customers 25,463.29 22.18% 26,589.01 26.01% 23885.90 28.19% Top 10 customers 39,920.67 34.78% 35789.77 35.01% 35,662.09 42.08% *As certified by Statutory Auditors of the Company, through certificate dated September 19, 2025. We do not enter into any long-term contract with our customers. We sell our products against the purchase order received from our customers. COMPETITION We operate in a competitive business, both in India and overseas. Some of our competitors may have greater financial resources, better distribution network, technical and marketing resources and generate greater revenues, and therefore may be able to respond better to market changes than we can. However, we continuously strive to remain competitive and identify emerging opportunities. We believe that our consistent tracking of markets, and our ability to deliver products with requisite specifications and our consistent interaction with our customers is a key to our competitiveness. For further details on our competition, see “Industry Overview” and “Risk Factors - We operate in a competitive business environment. Competition from existing players and new entrants and consequent pricing pressures could have a material adverse effect on our business growth and prospects, financial condition and results of operations” on page 144 and 55. AWARDS AND RECOGNITION For details, see “History and other Corporate Matters” on page 241. UTILITIES 224Power - We require continuous power supply for manufacturing our products and to meet our requirements. The requirement of power is met by supply of electricity by state grid. Additionally, our Company has also set up captive solar plant with an aggregate installed capacity of 5.5 MW at Orikottai village, Thiruvadanai taluka, Ramanathapuram, Tamil Nadu, India , as of September, 2024 to utilize non-conventional energy sources which enable us to reduce our operating costs. Further, to align with environmental responsibilities and contribute to green energy solutions, we have adopted compressed biogas (“CBG”) as a replacement for conventional furnace oil in our production process. The details of solar power plant of the Company is as follows; No. Location Capacity Operative since Solar Power Plant 1. Senthani Village, Orikottai, 5.5 MW Fiscal 2024 Perakeeramangalam Panchayat, Thiruvadanai, Ramnad District Total 5.5 MW As certified by Chartered Engineer vide certificate dated July 3, 2025 The Solar Power plant is operated by third parties entities on our behalf. The power generated by them at these sites is transmitted by state grid to the distribution network of our principal energy supplier namely Tamil Nadu Generation and Distribution Corporation Limited. The amount of power transmitted to Tamil Nadu Generation and Distribution Corporation Limited] is thereby adjusted against the power consumed by us and reduced from our monthly bill. This leads to a reduction in power costs. Water – The requirements are fully met through SIPCOT supply of water. RAW MATERIAL AND THIRD-PARTY MANUFACTURERS Our key raw materials are HR coil, zinc, consumable items such bearing, cutters, oil and grease etc. Our Company sources raw materials from a diversified base of suppliers which not only offers us competitive prices but also quality and quantity assurance. We generally procure our raw materials, both from the domestic market and international market, depending upon the price and availability of raw materials. The following table sets forth a breakdown of our expense towards Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 in ₹ in lakhs % of Total in ₹ in % of Total in ₹ in % of Total Purchases lakhs Purchases lakhs Purchases Import of goods 7,757.50 6.88 18,760.75 19.92 7,427.20 8.95 Indigenous goods 1,04,917.92 93.12 75,418.23 80.08 75,540.81 91.05 Purchase Total Purchases 1,12,675.42 100.00% 94,178.98 100.00% 82,968.01 100.00% procurement of raw material, in absolute terms and as a percentage of total expense, for the periods indicated: *As certified by Statutory Auditors of the Company through certificate dated September 19, 2025. The details of expenses incurred toward our top 2, 5 and 10 suppliers of our Company for Fiscal 2025, Fiscal 2024, Fiscal 2023 are set out below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 in ₹ in % to Total in ₹ in % to Total in ₹ in lakhs % to Total lakhs Purchases lakhs Purchases Purchases Top 2 Suppliers 54,007.58 47.93% 36,581.07 38.84% 40,509.73 48.83% Top 5 suppliers 87,314.86 77.49% 66,753.68 70.88% 65,857.09 79.38% Top 10 suppliers 1,06,681.92 94.68% 78,823.08 83. 70% 76,097.4 91. 67% 225*As certified by Statutory Auditors of the Company through certificate dated September 19, 2025. Import of Raw Materials We majorly import raw material such as HR coil. The table set forth below lists out the brief details of export made from such countries. Country Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % to cost of Amount % to cost of Amount (in % to cost (in ₹ material (in ₹ material ₹ lakhs) of material lakhs) consumed lakhs) consumed consumed South Korea 5276.44 4.68% 16,842.90 17.88% - - China 2,481.06 2.20% 1,917.85 2.04% 4757.99 5.73% Dubai-UAE - - 2669.21 3.22% Total 7757.50 6.88% 18,760.75 19.92% Imports 7427.20 8.95% *As certified by Statutory Auditors of the Company through certificate dated September 19, 2025. INFORMATION TECHNOLOGY Our IT systems align with business objectives to ensure efficiency, security, and scalability. The focus areas include intellectual property protection, cyber risk mitigation, business continuity, digitalization, automation, data utilization, and resource management. The IT team maintains enterprise information systems that support various functions. A key system is the Enterprise Resource Planning (ERP) system, which integrates payroll, finance, accounting, material management, production planning, procurement, and human resource management. The payroll module automates salary processing, handling payroll calculations, deductions, tax compliance, and attendance tracking. The finance and accounting module manages budgeting, expense tracking, invoicing, taxation, and regulatory compliance. The system also includes material and production management, optimizing procurement, inventory control, and workflows. With analytics and reporting tools, the ERP system enables real-time tracking, workflow automation, cost reduction, and compliance. By integrating business functions into a single platform, it supports productivity, decision-making, and business continuity. HUMAN RESOURCE As on the date of June 30, 2025 we have 200 employees on roll. Department wise bifurcation of the on roll employees is provided below: Sr. No. Department No. of Employees 1 Accounts 10 2 Administration 2 3 Human Resource 3 4 Dispatch 8 5 Electrical 10 6 Maintenance 26 226Sr. No. Department No. of Employees 7 Planning 3 8 Tubemill 29 9 CGL 17 10 CRM 15 11 Pickling 7 12 Quality 14 13 Purchase And Stores 7 14 Slitting 11 15 ETP 3 16 Security 3 17 GI 26 18 Marketing and Sales 6 Total 200 We have 44 contractual employees. Our employee’s attrition rate for Fiscal 2025, Fiscal 2024 and Fiscal 2023, was 8.53%, 10.46%, and 17.53%, respectively. We believe that our attrition rate is not high in the industry in which we operate. INSURANCE Our operations are subject to risks inherent to manufacturing operations. In order to manage the risk of losses from potentially harmful events, we maintain insurance policies such as corporate cover, industrial all risk, insurance covering solar power plant. In addition, our Company has also obtained insurances for the vehicles being used by the Company. These insurance policies are renewed periodically to ensure adequate coverage. We believe that our insurance coverage is in accordance with industry customs, including the terms of and the coverage provided by such insurances. Our policies are subject to standard limitations. Therefore, insurance might not necessarily cover all losses incurred by us and we cannot provide any assurance that we will not incur losses or suffer claims beyond the limits of, or outside the relevant coverage of, our insurance policies. S.No Policy No. Insurance Type of Policy Sum Date of Expiry of . Company Insured the Policy (₹ in lakhs) Bajaj Allianz OG-25-1501-4094- 1 General Insurance Factory December 6, 2025 00000059 38,200.00 Company Ltd. Bajaj Allianz OG-25-1501-4057- Solar Insurance September 4, 2 General Insurance 2700.00 00000240 Policy 2026 Company Ltd. ROYAL Sundaram 3 VPC1918891000100 Private Car 12.5 May 22, 2026 Insurance ROYAL Sundaram 4 VPC1910927000100 Private Car 20.9 April 21, 2026 Insurance TATA AIG General Vehicle 5 62045962280000 Insurance Company 18.00 April 16, 2026 Insurance Limited Cholamandalam MS 3407/00241259/000/0 Vehicle 6 General Insurance 13.25 July 2, 2026 0 Insurance Company Limited TATA AIG General Vehicle 7 6204596282 00 00 Insurance Company 18.00 April 16, 2026 Insurance Limited ROYAL Sundaram 8 VPS0221426000100 Car 5.10 April 5, 2026 Insurance 9 310236437000 000 TATA AIG General Car 4.6 April 5, 2026 227S.No Policy No. Insurance Type of Policy Sum Date of Expiry of . Company Insured the Policy (₹ in lakhs) Insurance Company Limited ROYAL Sundaram 10 VPS0221425000100 Car 4.50 April 5, 2026 Insurance ROYAL Sundaram 11 VPLC075104000100 Car 12.06 March 26, 2028 Insurance INTELLECTUAL PROPERTY As on the date of this Draft Red Herring Prospectus, our Company has registered the following trademark with the Registrar of Trademarks under the Trademarks Act, 1999: Date of Issue Particulars of the Mark Trade Mark No. Class of Registration October 14, 2020 4701777 06 October 14, 2020 4701776 06 As on the date of this Draft Red Herring Prospectus, our Company has made applications for registration of the following trademark with the Registrar of Trademarks under the Trademarks Act, 1999: Date of Particulars of the Mark Application Number Class of Application Registration January 23, 2025 6820038 6 December 23, 2023 6232077 6 For risk associated with our intellectual property please see, “Risk Factors” beginning on page 37. PROPERTIES The following table sets forth the location and other details of the material properties owned/leased by our Company; 228Sr no. Purpose Location Owned/Leased Leased/Owned 1. Registered Office No.5, Ground Floor, Branson Leased Leased from Mr. Sumit Garden Street, Kilpauk, Bafna and Mrs. Sonal Kilpauk, Chennai, Perambur Bafna Purasawalkam, Tamil Nadu, India, 600010 Tenure- 11 months from September 29, 2025 Monthly Rent- 1,44,375 per month 2. Manufacturing Plot No. NN-5, SIPCOT, Leased Leased from State Unit Industrial Growth Centre, Ingur, Industries Promotion Perundurai, Erode – 638 052, Corporation of Tamil Tamil Nadu, India Nadu Limited (SIPCOT) Tenure - 99 years w.e.f December 21, 2016 Rent- Rs.1 Per year 3. Residence for Vedupalayam Valasu, Ingur Leased Leased from (1) Mrs. labours P.O. Perundurai- Erode 638 052, Rajammal Muthusamy Tamil Nadu, India (2) Mrs. Deepika V (3) Rajavel Rajagounder Tenure- Up to July 31, 2026 Monthly Rent-₹. 1,53,700 4. Residence for Vetukatuvalasu, Opposite SK Leased Leased from Mrs. labours Petro Bunk, Ingur Village, Saraswathi Miner Perundurai, Erode – 638 052 Kannan Tenure- Upto July 31, 2026 Monthly Rent- ₹. 46000 5. Residence for 341/A, Sakthi Nagar, Ingur Leased Leased from Mr. labours Village, Perundurai , Erode – Jayaprathap Krishnan 638 052 Tenure- July 31, 2026 Monthly Rent- ₹70,000 6. Residence for 16/64, Vettukattu Valasu, Ingur, Leased Leased from Mr. labours Perundurai, Erode, Tamilnadu- Ganesh Kumar 638052 Thangamuthu Tenure- Upto July 31, 2026 Monthly Rent- ₹ 229Sr no. Purpose Location Owned/Leased Leased/Owned 90,000 7. Investment New Door No.73, Old door Owned - No.30, New Avadi Road, Kilpuk, Chennai-600010, Tamil Nadu, India 8 Solar Power Plant Periyakeermangalam-Orikottai Owned - Group-Senthani Village, Thiruvadanai Union CK Mangalam-Ramnad District- 623 402, Tamil Nadu, India CORPORATE SOCIAL RESPONSIBILITY Our Company has adopted a Corporate Social Responsibility (“CSR”) policy, and our CSR activities are administered by the CSR Committee. As per the applicable laws, Our Company is required to spend 2% of its average net profits made during preceding three financial year on CSR activities. We believe in contributing to the communities in which we operate. We are committed towards our community by committing our resources and energies to social development and have aligned our CSR programs with Indian legal requirements. In line with the CSR Policy adopted by us, we have undertaken CSR activities towards Promoting of Health care including preventive health and sanitation., Promoting of Education including special education., Providing food items, plantation medical and other social activities. For further details on the composition of the CSR committee and its terms of reference, see “Our Management – Corporate Social Responsibility Committee” on page 257. 230KEY REGULATIONS AND POLICIES IN INDIA In carrying on our business as described in the section titled “Our Business” on page 231, our Company is regulated by the following legislations in India. The following description is a summary of the relevant regulations and policies as prescribed by the Government of India and other regulatory bodies that are applicable to our business. The information detailed in this chapter has been obtained from the various legislations, including rules and regulations promulgated by the regulatory bodies and the bye laws of the local authorities that are available in the public domain. The regulations and policies set out below may not be exhaustive and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for professional legal advice. For details of Government Approvals obtained by the Company in compliance with these regulations, see “Government and Other Statutory Approvals” on page 398. Our business is governed by various central and state legislations that regulate the substantive and procedural aspects of our Company’s businesses. Our Company is required to obtain and regularly renew certain licenses/ registrations and/or permissions required statutorily under the provisions of various Central and State Government regulations, rules, bye-laws, acts and policies. Given below is a brief description of the certain relevant legislations that are currently applicable to the business carried on by our Company: A. Industry Related Laws The Factories Act of 1948 (“Factories Act”) The Factories Act seeks to regulate labour employed in factories and makes provisions for the safety, health and welfare of the workers. An occupier of a factory under the Factories Act, means the person who has ultimate control over the affairs of the factory. The occupier or manager of the factory is required to obtain a registration for the factory. The Factories Act also requires inter alia the maintenance of various registers dealing with safety, labour standards, holidays and extent of child labour including their conditions. Further, notice of accident or dangerous occurrence in the factory is to be provided to the inspector by the manager of the factory. The Factories Act requires that the occupier of a factory, i.e., the person who has ultimate control over the affairs of the factory and in the case of a company, any one of the directors, must ensure the health, safety and welfare of all workers especially in respect of safety and proper maintenance of the factory, such that it does not pose health risks, the safe use, handling, storage and transport of factory articles and substances, provision of adequate instruction, training and supervision to ensure workers’ health and safety, cleanliness and safe working conditions. The Factories Act also provides for fines to be paid and imprisonment of the manager of the factory in case of any contravention of the provisions of the Factories Act. The Legal Metrology Act, 2009 (the “Legal Metrology Act”) and The Legal Metrology (Packaged Commodities) Rules, 2011 (the “Legal Metrology Rules”) The Legal Metrology Act, along with the Legal Metrology Rules, establishes and enforces standards of weights and measures, regulates trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or numbers. Any transaction relating to goods or a class of goods shall be as per the weight, measurements or numbers prescribed by the Legal Metrology Act. The Legal Metrology Act prohibits the manufacture, packing, selling, importing, distributing, delivering, offer for sale of any pre-packaged commodity if such does not adhere to the standard regulations set out. The Legal Metrology Rules are ancillary to the Legal Metrology Act and set out to define various manufacturing and packing terminology. It lays out specific prohibitions where manufacturing, packing, selling, importing, distributing, delivering, offering for sale would be illegal and requires that any form of advertisement where the retail sale price is given must contain a net quantity declaration. Circumstances which are punishable are also laid out in the Legal Metrology Rules. National Steel Policy, 2017 ("NSP") The NSP 2017, notified on May 8, 2017, seeks to enhance domestic steel consumption, ensure high 231quality steel production, and create a technologically advanced and globally competitive steel industry in India. As per the NSP 2017, the Ministry of Steel will facilitate research and development in the sector, through the establishment of the Steel Research and Technology Mission of India (SRTMI). The initiative is aimed to spearhead research and development of national importance in the iron and steel sector, by utilizing tripartite synergy amongst industry, national research and development laboratories and academic institutes. The NSP 2017 covers, inter alia, steel demand, steel capacity, raw materials, including iron ore, iron ore pellets, manganese ore, chromite ore, ferro-alloys, land, water, power, infrastructure and logistics, and environmental management. Through policy measures the Ministry of Steel will ensure availability of raw materials such as iron ore, coking coal, natural gas, etc. at competitive rates. The NSP 2017 envisions that in the steel industry, an environment will be created to promote domestic steel and thereby create a scenario where production meets the anticipated pace of growth in consumption, through technologically advanced and globally competitive steel industry. Bureau of Indian Standards Act, 2016(“BIS Act”) The BIS Act provides for the establishment of the Bureau of Indian Standards (“BIS”) for the harmonious development of the activities of standardisation, conformity assessment and quality assurance of goods, articles, processes, systems and services. The BIS Act for the functions of the BIS which includes, among others, (a) recognizing as an Indian standard, any standard established for any article or process by any other institution in India or elsewhere; (b) specifying a standard mark which shall be of such design and contain such particulars as may be prescribed to represent a particular Indian standard; and (c) undertake testing of samples for purposes other than for conformity assessment and (d) undertake activities related to legal metrology. The BIS Act empowers the Central Government in consultation with the BIS to order compulsory use of standard mark for any goods or process if it finds it expedient to do so in public interest. The BIS Act also provides the penalties in case there is a contravention of the provisions of the BIS Act. Steel and Steel Products (Quality Control) Order, 2024 (“QC Order”) The QC Order was notified by the Ministry of Steel, Government of India, vide Gazette Notification No. S.O 574(E) dated February 5, 2024 to bring certain steel products under mandatory BIS certification. All manufacturers of steel and steel products are required to apply for certification and ensure compliance with the QC Order. The QC Order further provides that every steel and steel product stated therein shall bear the standard mark under a license from BIS, as provided in the Bureau of Indian Standards (Conformity Assessment) Regulations, 2018 The Explosives Act, 1884 (“Explosives Act”) The Explosives Act is a comprehensive law which regulates by licensing for the manufacturing possession, sale, transportation, export and import of explosives. As per the definition of ‘explosives’ under the Explosives Act, any substance, whether a single chemical compound or a mixture of substances, whether solid or liquid or gaseous, used or manufactured with a view to produce a practical effect by explosion or pyrotechnic effect shall fall under the Explosives Act. The Central Government may, for any part of India, make rules consistent with this act to regulate or prohibit, except under and in accordance with the conditions of a license granted as provided by those rules, the manufacture, possession, use sale, transport, import and export of explosives, or any specified class of explosives. Extensive penalty provisions have been provided for manufacture, import or export, possession, usage, selling or transportation of explosives in contravention of the Explosives Act. In furtherance to the purpose of this Act, the Central Government has notified the Explosive Rules in order to regulate the manufacture, import, export, transport and possession for sale or use of explosives. Electricity Act, 2003 (“Electricity Act”) The Electricity Act was enacted to regulate the generation, transmission, distribution, trading and use of electricity by authorising a person to carry on the above acts either by availing a license or by seeking an exemption under the Electricity Act. Additionally, the Electricity Act states no person other than Central Transmission Utility or State Transmission Utility, or a licensee shall transmit or use electricity at a rate exceeding 250 watts and 100 volts in any street or place which is a factory within the meaning of the 232Factories Act, 1948 or a mine within the meaning of the Mines Act, 1952 or any place in which 100 or more persons are ordinarily likely to be assembled. An exception to the said rule is given by stating that the applicant shall apply by giving not less than 7 days’ notice in writing of his intention to the Electrical Inspector and to the District Magistrate or the Commissioner of Police, as the case may be, containing the particulars of electrical installation and plant, if any, the nature and purpose of supply of such electricity. The Electricity Act also lays down the requirement of mandatory use of meters to regulate the use of electricity and authorises the Commission so formed under the Electricity Act, to determine the tariff for such usage. The Electricity Act also authorises the State Government to grant subsidy to the consumers or class of consumers it deems fit from paying the standard tariff required to be paid. Industrial Disputes Act, 1947, as amended (the “ID Act”) The ID Act provides for a statutory mechanism of settlement of all industrial disputes, a term which primarily refers to a dispute or difference between employers and workmen concerning employment or the terms of employment or with the conditions of labour of any person. The Industrial Dispute (Central) Rules, 1957 inter-alia specify procedural guidelines for lock-outs, closures, layoffs and retrenchment. Industrial Employment (Standing Orders) Act, 1946 In order to strengthen the bargaining powers of the workers this act is enacted, it requires the employers to formally define the working conditions to the employee. As per this act, an employer is required to submit five copies of standing orders required by him for adoption of his industrial establishment. An employer failing to submit the draft standing orders as required by this act shall be liable to pay fine as per section 13 of this act. The Industrial Relations Code, 2020 The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of this Code will be brought into force on a date to be notified by the GoI. B. Laws Relating to Employment The various labour and employment related legislation that may apply to our operations, from the perspective of protecting the workers’ rights and specifying registration, reporting and other compliances, and the requirements that may apply to us as an employer, would include, among others, the following: (i) Contract Labour (Regulation and Abolition) Act, 1970; (ii) Relevant state specific shops and commercial establishment legislations; (iii) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; (iv) Employees’ State Insurance Act, 1948; (v) Minimum Wages Act, 1948; (vi) Payment of Bonus Act, 1965; (vii) Payment of Gratuity Act, 1972; (viii) Payment of Wages Act, 1936; (ix) Maternity Benefit Act, 1961; (x) Apprenticeship Act, 1961; (xi) Equal Remuneration Act, 1976; (xii) Employees’ Compensation Act, 1923; and (xiii) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 In order to rationalize and reform labour laws in India, the Government has enacted the following codes: Code on Wages, 2019 The Code on Wages regulates and amalgamates wage and bonus payments and subsumes four existing laws namely –the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. It regulates, inter alia, the minimum wages payable to employees, the manner of payment and calculation of wages and the payment of bonus to employees. The Central Government has notified certain provisions of the Code on Wages, mainly in relation to the constitution of the central advisory board. Certain portions of the Code on Wages, 2019, have come into force upon notification by the Ministry of Labour and Employment. The remaining provisions of these codes shall become effective as and when notified by the Government of India. 233Code on Social Security, 2020 The Code on Social Security, 2020, which amends and consolidates laws relating to social security, and subsumes various social security related legislations, among other things, including the Employee’s Compensation Act, 1923, Employee’s State Insurance Act, 1948, the Employee’s 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, 1966,the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1956 and the Unorganized Workers’ Social Security Act, 2008. It governs the constitution and functioning of social security organisations such as the Employee’s Provident Fund and the Employee’s State Insurance Corporation, regulates the payment of gratuity, the provision of maternity benefits and compensation in the event of accidents that employees may suffer, among others. Recently, the Ministry of Labour and Employment vide notification No. S.O. 206I) dated May 3, 2023, has enforced certain provisions of the said code inter alia Employees’ Pension Scheme, 1995 and Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. The Occupational Safety, Health and Working Conditions Code, 2020 The Occupational Safety, Health and Working Conditions Code consolidates and amends the laws regulating the occupational safety and health and working conditions of the persons employed in an establishment. It replaces certain old central labour laws including the Factories Act, 1948, Contract Labour (Regulation and Abolition) Act, 1970, the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 and the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979. Shops and Establishments Legislations Under the provisions of local shops and establishments legislations applicable in different states, commercial establishments are required to be registered. Such legislations regulate the working and employment conditions of workers employed in shops and commercial establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the employers and employees. C. Environmental Laws The Environment Protection Act 1986 (the “Environment Protection Act”) and Environment Protection Rules, 1986 (the “Environment Protection Rules”) The Environment Protection Act was enacted to provide a framework for co-ordination of the activities of various central and state authorities established under previous laws. The Environment Protection Act authorises the central government to protect and improve environment quality, control and reduce pollution. The Environment Protection Act specifies that no person carrying on any industry, operation or process shall discharge or emit or permit to be discharged or emitted any environment pollutants in excess of such standards as prescribed. The contravention or failure to comply with the provisions of the Environment Protection Act may attract penalties in the form of imprisonment or fine. Further, the Environment Protection Rules specifies, amongst others, the standards for emission or discharge of environmental pollutants, and restrictions on the handling of hazardous substances in different areas. The Environmental Impact Assessment Notification, 2006 (the “Notification”) As per the Notification, any construction of new projects or activities or the expansion or modernization of existing projects or activities as listed in the Schedule attached to the notification entailing capacity addition with change in process and or technology can be undertaken only after the prior environmental clearance from the Central government or as the case may be, by the State Level Environment Impact Assessment Authority, duly constituted by the Central government under the provisions of the Environment (Protection) Act, 1986, in accordance with the procedure specified in the notification. The environmental clearance process for new projects comprises of four stages viz. screening, scoping, public consultation and appraisal. However, in 2016, MoEF issued a notification for integrating standard and objectively monitorable environmental conditions with building permissions for buildings of different 234sizes with rigorous monitoring mechanism for implementation of environmental concerns and obligations in building projects. This is in line with the objective of the Central government to streamline the permissions for buildings and construction sector so that affordable housing can be provided to weaker sections in urban area under the scheme ‘Housing for All by 2022’and is proposing to remove the requirement of seeking a separate environment clearance from the MoEF for individual buildings having a total build up area between 5,000 square metre and 150,000 square metre, apart from adhering to the relevant bye-laws of the concerned State authorities. The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) and Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of the standards set out by the concerned PCB. The Water Act also provides that the consent of the concerned PCB must be obtained prior to opening of any new outlets or discharges, which are likely to discharge sewage or effluent. Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) The Air Act requires that any industry or institution emitting smoke or gases must apply in a prescribed form and obtain consent from the state PCB prior to commencing any activity. The state PCB is required to grant, or refuse, consent within four months of receipt of the application. The consent may contain conditions relating to specifications of pollution control equipment to be installed. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste Rules”) The Hazardous Waste Rules define the term ‘hazardous waste’ to include any waste which by reason of physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive characteristics cause danger or is likely to cause danger to health or environment, whether alone or in contact with other wastes or substances including waste specified in the schedules to the Hazardous Waste Rules. In terms of the Hazardous Waste Rules, occupiers, being persons who have control over the affairs of a factory or premises or any person in possession of hazardous or other waste, have been, inter alia, made responsible for safe and environmentally sound management of hazardous and other wastes generated in their establishments and are required to obtain license/ authorization from the respective State PCB for handling, generation, collection, storage, packaging, transportation, usage, treatment, processing, recycling, recovery, pre-processing, co-processing, utlization, selling, transferring or disposing hazardous or other waste. The Noise Pollution (Regulation & Control) Rules 2000 (“Noise Regulation Rules”) The Noise Regulation Rules regulate noise levels in industrial, commercial and residential zones. The Noise Regulation Rules also establish zones of silence of not less than 100 meters near schools, courts, hospitals, etc. The rules also assign regulatory authority for these standards to the local district courts. Penalty for non-compliance with the Noise Regulation Rules shall be under the provisions of the Environment (Protection) Act, 1986. The Public Liability Insurance Act, 1991 (“PLI Act”) and Public Liability Insurance Rules, 1991 (“PLI Rules”) The primary objective of the PLI Act is to provide public liability insurance for the purpose of providing immediate relief to the persons affected by an accident occurring while handling any hazardous substance and for matters connected therewith or incidental thereto. The PLI Act imposes a duty on the owner, a person who owns or has control over handling hazardous substance at the time of accident, to take out insurance policies before manufacturing, processing, treating, storing, packaging or transporting hazardous substances, for any damage arising out of an accident involving such hazardous substances. The penalties for contravention of the provisions of the PLI Act includes imprisonment or fine or both. Further, the PLI Rules mandate that the owner contributes towards the Environmental Relief Fund for a sum equal to the premium paid on the insurance policies. 235D. Intellectual Property Laws The Trademarks Act, 1999 (“Trademarks Act”) Under the Trademarks Act, a trademark is a mark capable of being represented graphically and which is capable of distinguishing the goods or services of one person from those of others used in relation to goods and services to indicate a connection in the course of trade between the goods and some person having the right as proprietor to use the mark. Section 18 of the Trademarks Act requires that any person claiming to be the proprietor of a trademark used or proposed to be used by him, must apply for registration in writing to the registrar of trademarks. The right to use the mark can be exercised either by the registered proprietor or a registered user. The present term of registration of a trademark is 10 (ten) years, which may be renewed for similar periods on payment of a prescribed renewals. E. Foreign Investment Regulations The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the consolidated FDI policy (effective from October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy and Promotion (“FDI Policy”), each as amended. Further, the Reserve Bank of India has enacted the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 on October 17, 2019 which regulates mode of payment and remittance of sale proceeds, among others. The FDI Policy and the FEMA Rules prescribe inter alia the method of calculation of total foreign investment (i.e. direct foreign investment and indirect foreign investment) in an Indian company. Foreign Trade (Development and Regulation) Act, 1992 (“FTDRA”), the Foreign Trade (Regulation) Rules, 1993 (“FTRR”) and the Foreign Trade Policy 2015-2020 (“Foreign Trade Policy”) The FTDRA provides for the development and regulation of foreign trade by facilitating imports into, and augmenting exports from, India. The FTDRA empowers the Central Government to formulate and amend the foreign trade policy. The FTDRA prohibits any person from making an import or export except under an Importer-exporter Code Number (“IEC”) granted by the director general or any other authorized person in accordance with the specified procedure. The IEC may be suspended or cancelled if the person who has been granted such IEC contravenes, amongst others, any of the provisions of the FTDRA, or any rules or orders made thereunder, or the foreign policy or any other law pertaining to central excise or customs or foreign exchange. The FTDRA also prescribes the imposition of penalties on any person violating its provisions. The FTRR prescribes the procedure to make an application for grant of a license to import or export goods in accordance with the foreign trade policy, the conditions of such license, and the grounds for refusal of a license. The FTDRA empowers the Central Government to, from time to time, formulate and announce the foreign trade policy. The Foreign Trade Policy came into effect in 2017 and requires all importers and exporters to obtain an IEC. Further, pursuant to the policy, the Director General of Foreign Trade may impose prohibitions or restrictions on the import or export of certain goods, for reasons including the protection of public morals, protection of human, animal or plant life or health, and the conservation of national resources. The Foreign Trade Policy also prescribes restrictions on imports or exports in relation to specific countries, organisations, groups, individuals or products. The Foreign Trade Policy also provides for various schemes, including the export promotions capital goods scheme and duty exemption/remission schemes. India’s current Foreign Trade Policy (2015-20) (as extended until September 30, 2022 and thereafter, extended till March 31, 2023) envisages helping exporters leverage benefits of GST, closely monitoring export performances, increasing ease of trading across borders, increasing realization from India’s agriculture-based exports and promoting exports from MSMEs and labour-intensive sectors. FEMA Rules The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 by Notification No. FEMA. 395/2019-RB dated October 17, 2019 (“FEMA Rules”) to prohibit, restrict, or regulate transfer 236by or issue security to a person resident outside India. As laid down by the FEMA Rules, no prior consents and approvals are required from the RBI for Foreign Direct Investment (“FDI”) under the “automatic route” within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the RBI. At present, the FDI Policy does not prescribe any cap on the foreign investments in the sector in which the Company operates. Therefore, foreign investment up to 100% is permitted in the Company under the automatic route. F. Taxation Laws Income Tax Act, 1961 Income Tax Act, 1961 is applicable to every domestic or foreign company whose income is taxable under the provisions of this Act or rules made under it depending upon its “Residential Status” and “Type of Income” involved. Under section 139(1) every Company is required to file its income tax return for every previous year by October 31 of the assessment year. Other compliances like those relating to tax deduction at source, fringe benefit tax, advance tax, and minimum alternative tax and the like are also required to be complied with by every company. Goods and Service Tax (GST) Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by Centre on intra-state supply of goods or services and by the States including Union territories with legislature/ Union Territories without legislature respectively. A destination-based consumption tax GST would be a dual GST with the center and states simultaneously levying tax with a common base. The GST law is enforced by various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act, 2017 (SGST), Union Territory Goods and Services Tax Act, 2017 (UTGST), Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services Tax (Compensation to States) Act, 2017 and various rules made thereunder. Customs Act, 1962 (“Customs Act”) The Customs Act, as amended, regulates import of goods into and export of goods from India by providing for levy and collection of customs duties on goods in accordance with the Customs Tariff Act, 1975. Any company intending to import or export goods is first required to get registered under the Customs Act and obtain an Importer Exporter Code under FTDR. Customs duties are administrated by the Central Board of Indirect Tax and Customs under the Ministry of Finance, GoI. Professional Tax The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or trade. The State Government of each State is empowered with the responsibility of structuring as well as formulating the respective professional tax criteria and is also required to collect funds through professional tax. The professional taxes are charged on the incomes of individuals, profits of business or gains in vocations. The professional tax is charged as per the List II of the Constitution. The professional taxes are classified under various tax slabs in India. The tax payable under the State Acts by any person earning a salary or wage shall be deducted by his employer from the salary or wages payable to such person before such salary or wages is paid to him, and such employer shall, irrespective of whether such deduction has been made or not when the salary and wage is paid to such persons, be liable to pay tax on behalf of such person and employer has to obtain the registration from the assessing authority in the prescribed manner. Every person liable to pay tax under these Acts (other than a person earning salary or wages, in respect of whom the tax is payable by the employer), shall obtain a certificate of enrolment from the assessing authority. 237G. Other Applicable Laws Fire Prevention Laws State governments have enacted laws that provide for fire prevention and life safety. Such laws may be applicable to our Manufacturing Facility and include provisions in relation to providing fire safety and life saving measures by occupiers of buildings, obtaining certification in relation to compliance with fire prevention and life safety measures and impose penalties for non-compliance. The Companies Act, 2013 (“Companies Act”) The Companies Act deals with laws relating to companies and certain other associations. The Companies Act primarily regulates the formation, financing, functioning, and winding up of companies. The Companies Act prescribes regulatory mechanism regarding all relevant aspects, including organizational, financial, and managerial aspects of companies. It deals with issue, allotment and transfer of securities and various aspects relating to company management. It provides for standard of disclosure in public issues of capital, particularly in the fields of company management and projects, information about other listed companies under the same management, and management perception of risk factors. The Consumer Protection Act, 1986 (“Consumer Protection Act”) The Consumer Protection Act was enacted to provide speedy and simple redressal to consumer disputes through quasi-judicial machinery set up at district, state and national level. The provisions of the Consumer Protection Act cover products as well as services. The Transfer of Property Act, 1882 (“T.P. Act”) The transfer of property, including immovable property, between living persons, as opposed to the transfer of property by operation of law, is governed by the T.P. Act. The T.P. Act establishes the general principles relating to the transfer of property, including among other things, identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. Transfer of property is subject to stamping and registration under the specific statutes enacted for the purposes which have been dealt with hereinafter. The T.P. Act recognizes, among others, the following forms in which an interest in an immovable property may be transferred: • Sale: The transfer of ownership in property for a price, paid or promised to be paid. • Mortgage: The transfer of an interest in property for the purpose of securing the payment of a loan, existing or future debt, or performance of an engagement which gives rise to a pecuniary liability. The T.P. Act recognises several forms of mortgages over a property. • Charges: Transactions including the creation of security over property for payment of money to another which are not classifiable as a mortgage. Charges can be created either by operation of law, e.g. decree of the court attaching to specified immovable property, or by an act of the parties. • Leases: The transfer of a right to enjoy property for consideration paid or rendered periodically or on specified occasions. • Leave and License: The transfer of a right to do something upon immovable property without creating interest in the property. Further, it may be noted that with regards to the transfer of any interest in a property, the transferor transfers such interest, including any incidents, in the property which he is capable of passing and under the law, he cannot transfer a better title than he himself possesses. The Sale of Good Act, 1930 (“Sale of Goods Act”) The Sale of Goods Act provides for the setting up of contracts where the seller transfers or agrees to transfer the title (ownership) of the goods to the buyer for consideration. It is applicable all over India. Under the act, goods sold from owner to buyer must be sold for a certain price and at a given period of time. 238The Registration Act, 1908 (“Registration Act”) The Registration Act, was passed to consolidate the enactments relating to the registration of documents. The main purpose for which the Registration Act was designed was to ensure information about all deals concerning land so that correct land records could be maintained. The Registration Act is used for proper recording of transactions relating to other immovable property also. The Registration Act provides for registration of other documents also, which can give these documents more authenticity. Registering authorities have been provided in all the districts for this purpose. The Indian Contract Act, 1872 (“Contract Act”) The Indian Contract Act lays down the essentials of a valid contract, it provides a framework of rules and regulations that govern the validity, execution and performance of a contract and codifies the way in which a contract may be entered into, executed, implementation of the provisions of a contract and effects of breach of a contract. The Contract Act consists of limiting factors subject to which contract may be entered into, executed and the breach enforced. The contracting parties themselves decide the rights and duties of parties and terms of agreement. The Specific Relief Act, 1963 (“Specific Relief Act”) The Specific Relief Act is complimentary to the provisions of the Contract Act and the Transfer of Property Act, as the Act applies both to movable property and immovable property. The Specific Relief Act applies in cases where the Court can order specific performance of a contract. Specific relief can be granted only for the purpose of enforcing individual civil rights and not for the mere purpose of enforcing a civil law. Specific performance’ means Court will order the party to perform his part of agreement, instead of imposing on him any monetary liability to pay damages to other party. Competition Act, 2002 (“Competition Act”) The Competition Act aims to prevent anti-competitive practices that cause or are likely to cause an appreciable adverse effect on competition in the relevant market in India. The Competition Act regulates anti-competitive agreements, abuse of dominant position and combinations. The Competition Commission of India (“Competition Commission”) which became operational from May 20, 2009, has been established under the Competition Act to deal with inquiries relating to anti-competitive agreements and abuse of dominant position and regulate combinations. The Competition Act also provides that the Competition Commission has the jurisdiction to inquire into and pass orders in relation to an anti- competitive agreement, abuse of dominant position or a combination, which even though entered into, arising, or taking place outside India or signed between one or more non-Indian parties, but causes an appreciable adverse effect in the relevant market in India. Legislations pertaining to Stamp Duty Stamp duty in relation to certain specified categories of instruments as specified under Entry 91 of the list, is governed by the provisions of the Indian Stamp Act, 1899 (“Stamp Act”) which is enacted by the Central Government. All other instruments are required to be stamped, as per the rates prescribed by the respective State Governments in the respective schedules of the respective legislations pertaining to stamp duty as applicable in the State. Stamp duty is required to be paid on all the documents that are registered and as stated above the percentage of stamp duty payable varies from one State to another. Certain State in India have enacted their own legislation in relation to stamp duty while the other State have adopted and amended the Stamp Act, as per the rates applicable in the State. On such instruments stamp duty is payable at the rates specified in Schedule I of the Stamp Act. Instruments chargeable to duty under the Stamp Act which are not duly stamped are incapable of being admitted in court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments which are not sufficiently stamped or not stamped at all. Unstamped and deficiently stamped instruments can be impounded by the authority and validated by payment of penalty. The amount of penalty payable on such instruments may vary from State to State. 239The Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act") The MSME Act was enacted to promote and enhance the competitiveness of Micro, Small and Medium Enterprise ("MSME"). A National Board shall be appointed and established by the Central Government for MSME enterprise with its head office at Delhi in the case of the enterprises engaged in the manufacture or production of goods pertaining to any industry mentioned in first schedule to Industries (Development and Regulation) Act, 1951. The Government, in the Ministry of Micro, Small and Medium Enterprises has issued a notification dated June 1, 2020, revising definition and criterion and the same came into effect from July 1, 2020. The notification revised the definitions as "Micro enterprise", where the investment in plant and machinery or equipment does not exceed one crore rupees and turnover does not exceed five crore rupees; "Small enterprise", where the investment in plant and machinery or equipment does not exceed ten crore rupees and turnover does not exceed fifty crore rupees; "Medium enterprise", where the investment in plant and machinery or equipment does not exceed five crore and turnover does not exceed two hundred and fifty crore rupees. Steel Scrap Recycling Policy 2019 The Ministry of Steel, Government of India has introduced the Steel Scrap Recycling Policy, 2019 (“Policy”) which envisages a framework to facilitate and promote establishment of metal scrapping centers in India. The policy aims to ensure scientific processing & recycling of ferrous scrap generated from various sources and a variety of products. The policy framework provides standard guidelines for collection, dismantling and shredding activities in an organized, safe, and environmentally sound manner. The policy aims to achieve the following objectives – (i) to promote circular economy in the steel sector, (ii) to promote a formal and scientific collection, dismantling and processing activities for end of life products that are sources of recyclable (ferrous, non-ferrous and other non-metallic) scraps which will lead to resource conservation and energy savings and setting up of an environmentally sound management system for handling ferrous scrap; (iii) processing and recycling of products in an organized, safe and environment friendly manner; (iv) to evolve a responsive ecosystem by involving all stakeholders; (v) to produce high quality ferrous scrap for quality steel production thus minimizing the dependency on imports; (vi) To decongest the Indian cities from ELVs and reuse of ferrous scrap; (vii) to create a mechanism for treating waste streams and residues produced from dismantling and shredding facilities in compliance to Hazardous & Other Wastes (Management & Transboundary Movement ) Rules, 2016 issued by MoEF & CC; and (viii) to promote 6Rs principles of reduce, reuse, recycle, recover, redesign and remanufacture through scientific handling, processing and disposal of all types of recyclable scraps including nonferrous scraps, through authorized centers / facility. H. Other Laws In addition to the above, our Company is required to comply with the provisions of the Prevention of Corruption Act, 1988, Rent Control Act, Information technology act and other applicable laws and regulations imposed by the Central and State Governments and other authorities for its day-to-day operations. 240HISTORY AND CERTAIN CORPORATE MATTERS Brief History of our Company Our Company was originally incorporated as ‘R.K. Steel Manufacturing Company Private Limited’, a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated April 17, 2006 issued by the Registrar of Companies, Tamil Nadu. Upon the conversion of our Company into a public limited company, pursuant to a resolution passed by our Board of Directors dated November 30, 2023 and resolution dated December 22, 2023 passed by the shareholders, the name of our company changed to R.K. Steel Manufacturing Company Limited and a fresh certificate of incorporation dated January 9, 2024 was issued by the Central Processing Centre. Changes in the Registered Office of our Company since incorporation Except as stated below, there has been no change in the address of our registered office since incorporation. Date of Board Details for Change Reasons for Change Resolution March 14, 2008 From “No.3, Balakrishnan Street, Tondiarpet, Chennai Administrative Purpose – 600 081, Tamil Nadu, India” to “138 and 139 Vichoor Main Road, Vichoor, Manali New Town, Chennai – 600 103, Tamil Nadu, India” January 20, 2021 From “138 and 139 Vichoor Main Road, Vichoor, Administrative Purpose Manali New Town, Chennai – 600 103, Tamil Nadu, India” to “No.38, New Avadi Road, Kilpauk, Chennai – 600 010, Tamil Nadu, India” November 30, 2023 From “No.38, New Avadi Road, Kilpauk, Chennai – Administrative Purpose 600 010, Tamil Nadu, India” to “No.5, Ground Floor, Branson Garden Street, Kilpauk, Perambur Purasawalkam, Chennai– 600 010, Tamil Nadu”, India MAIN OBJECTS OF OUR COMPANY The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows: 1. To erect, install, operatea and run a mil for converting HR coils into CRCA Coils, and carry on the business of Buying, Selling, Importing, Exporting or otherwise carrying activities in various form, kinds and grades of Iron and steel scrap, MS Steel, Stainless steel, Alloy steel, carbon steel, HR coil, CR coil, HR Slits, HR skeleps Pipes and tube products and various other metals and metal scrap and combination of metals and alloys. 2. To carry on the business of generating, accumulating, distributing and supplying Solar Energy 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 / consumers of Energy, 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 Solar 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. 241Amendments to the Memorandum of Association of our Company since incorporation The following changes have been made in the Memorandum of Association of our Company since incorporation: Date of Meeting Meeting Nature of Amendment August 6, 2012 EGM Clause 5 of the Memorandum of Association was amended to reflect increase in the Authorized Share Capital of our Company from ₹1,00,00,000 (Rupees one crore) divided into 10,00,000 (Ten lakh) Equity Shares of ₹10 each to ₹3,00,00,000 (Rupees three crore) divided into 30,00,000 (Thirty lakh) Equity Shares of ₹10 each. November 28, EGM Clause 5 of the Memorandum of Association was amended to reflect 2023 the increase in the Authorized Share Capital of our Company from ₹3,00,00,000 (Rupees three crore) divided into 30,00,000 (Thirty lakh) Equity Shares of ₹10 each to ₹25,00,00,000 (Rupees twenty-five crore) divided into 2,50,00,000 (Two crore fifty lakh) Equity Shares of ₹ 10 each. December 22, EGM Clause I of the Memorandum of Association of our Company was 2024 amended to reflect the change in our name from ‘R. K. Steel Manufacturing Company Private Limited’ to ‘R. K. Steel Manufacturing Company Limited’; And Adoption of a new set of Memorandum of Assocition in accordance with the provisions of the Companies Act, 2013, read with Companies (Incorpartion) Rules, 2014. November 20, EGM Clause 5 of the Memorandum of Association was amended to reflect 2024 the increase in the Authorized Share Capital of our Company from ₹25,00,00,000 (Rupees twent-five crores) divided into 2,50,00,000 (Two crore fifty lakh) Equity Shares of ₹ 10 each to ₹75,00,00,000 (Rupees seventy-five crores) divided into 7,50,00,000 (Seven crore fifty lakh) Equity Shares of ₹10 each. November 20, EGM By addition of following sub-clause (2) after the existing sub-clause 2024 (1) to Clause III(A): “(2) To carry on the business of generating, accumulating, distributing and supplying Solar Energy 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 / consumers of Energy, 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 Solar 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.” 242Major Events in the history of our Company Year Major Events / Milestone / Achievements 2006 Our Company incorporated as private limited company 2016 Our Company entered into 99 years lease agreement with State Industries Promotion Corporation of Tamil Nadu Limited to set up manufacturing facility 2023 Our Company has entered into an agreement for installation of 5.5 MW Solar Power Plant 2024 Our Company converted from private limited company to a public limited company Key awards, accreditations or recognitions Our Company has not received any awards, accreditations or recognitions as on date of this Draft Red Herring Prospectus. Time/Cost Overrun in setting up Projects As on the date of this Draft Red Herring Prospectus, our Company has not experienced any time/cost overrun in setting up any projects or business operations. Launch of key products or services, entry into new geographies or exit from existing markets For details of key products or services launched by our Company, entry into new geographies or exit from existing markets, to the extent applicable, see “Our Business” on page 203. Capacity/facility creation, location of plants We continuously strive to expand our production capacity and streamline processes to achieve economies of scale. The table below presents details of our installed capacity and aggregate utilized capacity as of last three Fiscals.: (in MTPA) Fiscal 2023 Fiscal 2024 Machine Installed Actual Capacity Installed Actual Capacity Details capacity MT production utilization capacity MT production utilization MT % MT % Tube Mill 1 30,000.00 17,464.34 58.21% 30,000.00 26,519.00 88.39% Tube Mill 2 36,000.00 20,957.21 58.21% 36,000.00 31,152.79 86.53% Tube Mill 3 48,000.00 34,928.69 72.76% 48,000.00 26,606.53 55.43% Tube Mill 4 36,000.00 17,464.34 48.51% 36,000.00 28,152.31 78.20% Slitting - 1 1,56,000.00 69,773.41 44.72% 1,56,000.00 72,681.55 46.59% Slitting – 2 93,600.00 29,072.26 31.06% 93,600.00 43,563.41 46.54% Slitting – 3 1,56,000.00 58,144.51 37.27% 1,56,000.00 99,954.26 64.07% CRM 1,80,000.00 30,086.63 16.71% 1,80,000.00 92,889.15 51.60% CGL- 1 1,08,000.00 46,832.00 43.36% 1,08,000.00 33,156.55 30.70% CGL-2 1,08,000.00 20,071.00 18.58% 1,08,000.00 54,558.09 50.51% Pickling 1,56,000.00 35,393.85 22.68% 1,56,000.00 1,05,631.20 67.71% GI 24,000.00 15,927.29 66.369% 24,000.00 16,710.74 69.62% Total 11,31,600.00 3,96,115.27 35.00% 11,31,600 6,31,575.56 55.81% Fiscal 2025 Machine Installed Capacity MT Actual Production MT Utilization % Details Tube Mill 1 30,000.00 25,631.00 85.44% Tube Mill 2 36,000.00 29,750.00 82.64% Tube Mill -3 48,000.00 27,489.00 57.27% Tube Mill -4 36,000.00 26,978.00 74.94% 243Fiscal 2025 Machine Installed Capacity MT Actual Production MT Utilization % Details Tube Mill -5 30,000.00 7,244.00 24.15% Tube Mill -6 12,000.00 616.00 5.13% Tube Mill -7 30,000.00 4,237.00 14.12% Tube Mill -8 30,000.00 5,350.00 17.83% Tube Mill -9 36,000.00 1,439.00 4.00% Slitting - 1 1,56,000.00 72,338.00 46.37% Slitting - 2 93,600.00 52,276.00 55.85% Slitting - 3 1,56,000.00 1,33,269.00 85.43% Slitting - 4 93,600.00 1,213.00 1.30% CRM 1,80,000.00 1,19,381.00 66.32% CGL-1 1,08,000.00 61,282.00 56.74% CGL-2 1,08,000.00 37,768.00 34.97% Pickling 1,56,000.00 1,25,553.00 80.48% GI 24,000.00 18,718.00 77.99% Total Capacity 13,63,200.00 7,50,532.00 55.06% As certified by Independent Chartered Engineer, Dr. K. Krishnamurthy, by certificate dated July 3, 2025. For details of Capacity/facility creation, location of plants, see “Our Business” on page 203. Defaults or rescheduling of borrowings with financial institutions/banks There have not been any defaults or rescheduling of borrowings from financial institutions/banks by our Company. Material acquisitions of businesses or divestment of business / undertakings, mergers, amalgamation or revaluation of assets, if any since incorporation Our Company has not made any business acquisition, merger and amalgamation or disinvestment of business since incorporation. Revaluation of Assets Our Company has neither revalued its assets nor has issued any Equity Shares (including bonus shares) by capitalizing any revaluation reserves in the last ten years. Our holding company As on the date of this Draft Red Herring Prospectus, our Company does not have any holding company. Details of our Associates As on the date of this Draft Red Herring Prospectus, our Company does not have any Associates. Our joint ventures As on the date of this Draft Red Herring Prospectus, our Company has not entered into any joint venture agreements. Our subsidiaries As on the date of this Draft Red Herring Prospectus, our Company does not have any subsidiaries. 244Guarantees given by Promoters participating in the Offer for Sale As this Issue comprises only of a Fresh Issue of Equity Shares of our Company, none of the Promoters or shareholders are participating in any offer for sale of any Equity Shares of our Company. Details of shareholders’ agreements or any other inter-se agreements/ arrangements between the shareholders There are no shareholders and other material agreements, apart from those entered into in the ordinary course of business carried on or intended to be carried on by us. Agreements with key managerial personnel or a Director or Promoters or any other employee of the Company There are no agreements entered into except in the ordinary course of business by a Key Managerial Personnel or Director or Promoters or any other employee of our Company, either by themselves or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of our Company. Summary of key agreements with strategic partners, joint venture partners and / or financial partnerst As on the date of this Draft Red Herring Prospectus, our Company does not have any strategic partners, joint venture partners and / or financial partners. Details of subsisting shareholders’ agreement As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by and between our Company and Shareholders of our Company or any inter-se Shareholders with regard to rights and obligations in connection with the securities of our Company Lock-out and strikes As on the date of this Draft Red Herring Prospectus, there have been no lockouts or strikes at any time in our Company Details of Special Rights There are no Shareholders who are entitled to nominate Directors or have any other special rights including but not limited to information rights Material Agreements Our Company, our Promoters, the members of the Promoter Group and, or, the Shareholders (where our Company is a party) are not party to any agreements, including any deed of assignment, acquisition agreement, shareholders’ agreement, inter-se agreement/arrangement or agreements of like nature, with respect to securities of our Company. Further, we confirm there are no other clauses or covenants which our Company, our Promoter, the members of the Promoter Group or the Shareholder (where our Company is a party) are a party to, in relation to securities of our Company, which are material and adverse or pre-judicial to the interest of the minority/ public shareholders. Our Company has not entered into any material contract other than in the ordinary course of business carried on or intended to be carried on by our Company immediately preceding the date of this Draft Red Herring Prospectus. Details of Agreements required to be disclosed under Clause 5A of paragraph A of part A of Schedule III of SEBI Listing Regulations As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Shareholders, Promoters, entities forming part of the Promoter Group, related parties, Directors, Key Managerial Personnel, 245employees of our Company with our Company or amongst themselves, 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. Other confirmations None of our Promoters, Key Managerial Personnel, Directors or any other employees has entered into an agreement, either by themselves, or on behalf of any other person, with any Shareholder or any other third party with regard to compensation or profit sharing in connection with the dealings of the securities of our Company. There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and the Company, Directors, Key Managerial Personnel and Senior Management. There is no conflict of interest between the lessor of immovable properties and the Company, Directors, Key Managerial Personnel and Senior Management. 246OUR MANAGEMENT Board of Directors As on the date of this Draft Red Herring Prospectus, we have 6 directors on our Board, comprising of 1 managing director, 1 whole-time director, 1 non-executive director and 3 independent directors. The Board also comprises of 2 women directors. The present composition of our Board of Directors and its committees are in accordance with the Companies Act, 2013, and SEBI Listing Regulations. The following table sets forth details regarding our Board as on the date of this Draft Red Herring Prospectus. Name, date of birth, designation, address, Designation Other Directorships occupation, term, period of directorship and DIN Pramod Kumar Bhalotia Chairman and Indian Companies Managing Director Date of birth: February 10, 1964 Nil Age (years): 61 Limited Liability Partnership Address: 3151 TVH Lumbini Square, 127 Nil Bricklin Road, Purasaiwalkam, Vepery, Chennai - 600 007, Tamil Nadu, India Foreign Companies Occupation: Business Nil Term: For a period of 5 years from October 1, 2024 till September 30, 2029 Period of directorship: Since April 17, 2006 DIN: 01115735 Abhishek Bhalotia Whole-time Director Indian Companies Date of birth: July 31, 1990 • Mayank Marketing Private Limited Age (years): 35 Limited Liability Partnership Address: 3151 TVH Lumbini Square, 127 Bricklin Road, Purasaiwalkam, Vepery, Chennai – Nil 600 007, Tamil Nadu, India Foreign Companies Occupation: Business Nil Term: For a period of 5 years with effect from October 1, 2024 till September 30, 2029 Period of Directorship: Since September 26, 2016 DIN: 07624387 Beena Bhalotia Non-Executive Indian Companies Director Date of birth: Septemeber 14, 1969 • Mayank Marketing Private Limited Age (years): 56 • Limited Liability Partnership 247Name, date of birth, designation, address, Designation Other Directorships occupation, term, period of directorship and DIN Address: 3151 TVH Lumbini Square, 127 Bricklin Road, Purasaiwalkam, Vepery, Chennai – Nil 600 007, Tamil Nadu, India Foreign Companies Occupation: Business Nil Term: Liable to retire by rotation Period of directorship: Since August 28, 2024 DIN: 02678849 Saimathy Soupramanien Independent Indian Companies Director Date of birth: January 28, 1975 • CDR Infracon Limited • Switching Technologies Age (years): 50 Gunther Limited • Supreme Power Equipment Address: 69, Shanmuga Velayutha Muthaliyar Limited Street, Pondicherry – 605 001, Tamil Nadu, India • Saga Business Development Private Limited Occupation: Professional Limited Liability Partnership Period of Directorship: Since November 20, 2024 Nil Term: For a period of 5 years from November 20, Foreign Companies 2024 till November 19, 2029 Nil DIN: 07657046 C Rajendran Independent Indian Companies Director Date of birth: September 28, 1963 • CDR Infracon Limited • ABS Marine Services Age (years): 62 Limited • AVP Infracon Limited Address: A105, TVH Nivaan, 48/7 • K M C Aluminium Limited Muthukumarappa Road, Velayutham Colony, Saligramam, Chennai, Tamil Nadu – 600 093, Limited Liability Partnership India Nil Occupation: Professional Foreign Companies Period of Directorship: Since November 20, 2024 Nil Term: For a period of 5 years from November 20, 2024 till November 19, 2029 DIN: 10345090 S. Krishnamachari Independent Indian Companies Director Date of birth: July 26, 1964 • Thinksemi Infotech Limited Age (years): 61 248Name, date of birth, designation, address, Designation Other Directorships occupation, term, period of directorship and DIN Limited Liability Partnership Address: 21/2 1st Floor Velu Street, West Mambalam S.O, Chennai – 600 033, Tamil Nadu, Nil India Foreign Companies Occupation: Professional Nil Period of Directorship: Since November 20, 2024 Term: For a period of 5 years from November 20, 2024 till November 19, 2029 DIN: 10698035 Arrangement or understanding with major Shareholders, customers, suppliers or others None of our Directors have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or others. For details, please refer "History and Certain Corporate Matters" beginning on page 241. Brief profiles of our Directors Pramod Kumar Bhalotia is the Chairman and Managing Director of our Company. He has been associated with our Company since incorporation. He holds a Bachelor’s degree in commerce from University of Calcutta. He has around 33 years of experience in the steel industry. He has also previously served as the managing partner at Balaji Steel Enterprises. He oversees the entire manufacturing process and financing activitites of the Company and overall growth and expansion of the Company. Abhishek Bhalotia is the Whole-time Director of our Company. He has been associated with our Company since September 26, 2016. He holds a Bachelor’s degree in Technology in Mechanical Engineering from VIT University and a Masters of Engineering degree from the Pennsylvania State University. He has more than 8 years of experience in the steel industry. He oversees steel manufacturing process and focuses on enhancing the operational efficiency of our Company. Beena Bhalotia, is the Non-executive Director of our Company. She has been associated with our Company since August 28, 2024. She has completed her Higher Secondary School education. She has 16 years of experience in the field of corporate management and administration. She is currently servng as a director of our Corporate Promoter Mayank Marketing Private Limited. Saimathy Soupramanien is an Independent Director of our Company. She has been associated with our Company since November 20, 2024. She is a member of the Institute of Company Secretaries of India and holds a certificate of practice from the Institute of Company Secretaries of India. She also holds a Bachelor’s degree in Law and a Masters degree in Law from Pondicherry University. She has 11 years of experience in the secretarial and legal field. Previously she was associated with Trimex Industries Private Limited, VSL India Private Limited etc. C Rajendran is an Independent Director of our Company. He has been associated with our Company since November 20, 2024. He holds a Diploma in Civil Engineering from the State Board of Technical Education and Training. He is also a recipient of an award of excellance form the Director General's Medal of Centeral Public Works Department. He has over 37 years of experience in public works department. S Krishnamachari is an Independent Director of our Company. He has been associated with our Company since November 20, 2024. He holds a Bachelor’s degree of Commerce from University of Madras. He has over 28 years of experience in the field of accounting. He was previously associated with Nippon Paint (India) Private Limited, 249Bajaj Electricals Limited and S&S Industries and Enterprises Limited. Relationship between Directors and Key Managerial Personnel or Senior Management Except the following, none of our Directors are related to each other or to our Key Managerial Personnel or Senior Management. Name Relationship Pramod Kumar Bhalotia (Managing Director) Father of Abhishek Bhalotia, Spouse of Beena Bhalotia and Brother of Sanjay Bhalotia Abhishek Bhalotia (Whole-time Director) Son of Pramod Kumar Bhalotia and Beena Bhalotia and Newphew of Sanjay Bhalotia Beena Bhalotia (Non-executive Director) Spouse of Pramod Kumar Bhalotia, mother of Abhishek Bhalotia and sister-in-law of Sanjay Bhalotia Sanjay Bhalotia (Chief Financial Officer) Brother of Pramod Kumar Bhalotia, brother-in-law of Beena Bhalotia and uncle of Abhishek Bhalotia Terms of appointment of our Managing Director and Whole Time Director Pramod Kumar Bhalotia, Managing Director The following table sets forth the terms of appointment of Pramod Kumar Bhalotia with effect from October 1, 2024 till September 30, 2029: Sr. No Particulars Salary and perquisites 1. Basic Salary Managing Director shall be entitled to basic salary amounting ₹42.00 Lakh per annum. 2. Other (i) Rent-free residential accommodation (furnished or otherwise) with the benefits Company bearing the cost of repairs, maintenance, society charges and utilities for the said accommodation or House rent and Maintenance Allowance(in case residential accommodation is not provided by the Company) of 85% of salary per annum. (ii) Reimbursement of hospitalization and major medical expenses incurred as per rules of the Company (this includes Mediclaim insurance premium. (iii) Car facility as per the rules of the Company (iv) Telecommunication facility as per rules of the Company (v) Housing loan facility as per rules of the Company (vi) Other perquisites and allowances given below subject to a maximum of 55% of salary per annum. This includes: a. Medical allowance b. Leave travel concessionc. Other Allowances d. Personal accident Insurance premium e. Annual club membership fee (vii) Contribution to Provident Fund, Superannuation fund or Annuity Fund and Gratuity as per the rules of the Company (viii) Leave and encashment of unavailed leave as per rules of the Company (ix) Performance linked bonus Abhishek Bhalotia, Whole Time Director The following table sets forth the terms of appointment of Abhishek Bhalotia with effect from October 01, 2024 till September 30, 2029: Sr. No Particulars Salary and perquisites 1. Basic Salary Whole-time Director shall be entitled to basic salary amounting ₹54.00 Lakh per month. 2. Other benefits (i) Rent-free residential accommodation (furnished or otherwise) with the 250Company bearing the cost of repairs, maintenance, society charges and utilities for the said accommodation or House rent and Maintenance Allowance(in case residential accommodation is not provided by the Company) of 85% of salary per annum. (ii) Reimbursement of hospitalization and major medical expenses incurred as per rules of the Company(this includes Mediclaim insurance premium. (iii) Car facility as per the rules of the Company (iv) Telecommunication facility as per rules of the Company (v) Housing loan facility as per rules of the Company (vi) Other perquisites and allowances given below subject to a maximum of 55% of salary per annum. This includes: a. Medical allowance b. Leave travel concession c. Other Allowances d. Personal accident Insurance premium e. Annual club membership fee (vii) Contribution to Provident Fund, Superannuation fund or Annuity Fund and Graatuity as per the rules of the Company (viii) Leave and encashment of unavailed leave as per rules of the Company (ix) Performance linked bonus Terms of appointment of our Independent Directors Except for sitting fees, our Independent Directors are not entitled to receive any remuneration or compensation from our Company. Pursuant to the Board resolution dated November 8, 2024, each Independent Director, is entitled to receive sitting fees of ₹25,000 per meeting for attending meetings of the Board and ₹12,500 per meeting for attending meetings of the committees of the Board of Directors, subject to payment of sitting fee of ₹25,000 only, if the Independent Director attends Boards meeting and Committee meeting held on the same day. The details of payments (including sitting fees, salaries, commission and perquisites) and professional fees, paid to our Independent Directors during Fiscal 2025 Our company has paid total sitting fees of Rs. 2,50,000 to the Independentt directos for the FY 2024-2025. Compensation of Whole-time Director/ Compensation of Managing Directors The details of the Remuneration paid to our Whole-time Director/ Managing Directors during the Fiscal 2025 is set out as below: Name of Director Designation Remuneration (₹ in lakhs) Pramod Kumar Bhalotia Managing Director 36.00 Abhishek Bhalotia Whole time Director 42.00 Remuneration paid or payable to our Directors from our Subsidiaries Our Company does not have any subsidiaries as on date of this Draft Red Herring Prospectus. Bonus or profit-sharing plan for the Directors Our Company does not have any bonus or profit-sharing plan for our Directors. Arrangement or Understanding with Major Shareholders, Customers, Suppliers or Others None of our Directors have been presently appointed or selected as a director pursuant to any arrangement or understanding with our major shareholders, customers, suppliers, or others. For details, see “History and Certain 251Corporate Matters Agreements with Key Managerial Personnel, Senior Management Personnel, Director, Promoters or any other employee” on page 260. Shareholding of our Directors Our Articles of Association do not require our Directors to hold any qualification shares. The table below sets forth details of Equity Shares held by the Directors, as on date of filing of this Draft Red Herring Prospectus: Sr. Name of the Director No. of shares held Percentage (%) No. 1 Pramod Kumar Bhalotia 1,81,95,240 36.83 2 Abhishek Bhalotia 69,77,670 14.12 3 Beena Bhalotia 51,69,780 10.46 Total 3,03,42,690 61.41 Service contracts with Directors As on the date of filing of this Draft Red Herring Prospectus, our Company has not entered into any service contracts with the Directors. Contingent and/or deferred compensation: There is no deferred or contingent compensation payable to any of our Directors for the Fiscal Year 2025. Borrowing Powers Pursuant to our Articles of Association and the applicable provisions of the Companies Act, 2013 and the rules framed thereunder, and pursuant to our Board resolution dated November 8, 2024, and the special resolution passed by our Shareholders on November 20, 2024, our Board is authorized to borrow sums of money, which, together with the monies borrowed by our Company (excluding temporary loans obtained or to be obtained from our Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of our Company and its free reserves, provided that the aggregate borrowings and outstanding at any time shall not exceed the amount of ₹2,00,000 lakhs or the aggregate of the paid-up share capital and free reserves of our Company, whichever is higher. Interest of Directors Our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to them by our Company for attending meetings of our Board or committees thereof. Our Directors may be interested to the extent of Equity Shares, if any, held by them, or held by the entities in which they are associated as partners, or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees and any dividend and other distributions payable in respect of such Equity Shares. None of our Directors have availed any loan from our Company. No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be members, in cash or shares or otherwise by any person either to induce him/ her to become, or to qualify him/ her as a Director, or otherwise for services rendered by him/ her or by such firm or company, in connection with the promotion or formation of our Company. Interest in property None of our Directors are interested in any property acquired or proposed to be acquired by our Company. 252Interest in promotion or formation of our Company Except for our Directors, Pramod Kumar Bhalotia, Abhishek Bhalotia and Beena Bhalotia, none of the Directors have an interest in the promotion or formation of our Company. For further details regarding our Promoters, see “Our Promoters” beginning on page 263. Business interest Except as stated in the sections titled “Restated Financial Statements – Note 41 – Related Party Disclosures” on page 307, our Directors do not have any other business interest in our Company. Confirmation None of our Directors is or was a director of any listed company whose shares have been or were suspended from being traded on any stock exchanges in India during the term of their directorship in such companies, in the last five years preceding the date of this Draft Red Herring Prospectus. None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchanges, during the term of their directorship in such Companies. None of our Directors have been declared as Wilful Defaulters. Neither our Company nor our Directors are declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI ICDR Regulations, and have not been declared as a ‘fugitive economic offender’ under Section 12 of the Fugitive Economic Offenders Act, 2018. None of our Directors are prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court. Additionally, none of our Directors are or were, associated with any other company which is debarred from accessing the capital market by the Securities and Exchange Board of India. There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and the Company and its Directors. There is no conflict of interest between the lessor of immovable properties and the Company and its Directors. Confirmation in relation to RBI Circular dated July 1, 2016 Neither our Company nor any of our Directors have been declared as Fraudulent Borrowers by RBI in terms of the RBI circular dated July 1, 2016. Changes in our Board during the last three years The changes in our Board of our Company during the last three years till the date of this Draft Red Herring Prospectus are set forth below. Name of Director Date Reason C Rajendran November 20, 2024 Appointment as Independent Director S Krishnamachari November 20, 2024 Appointment as Independent Director Saimathy Soupramanien November 20, 2024 Appointment as Independent Director Shashank Garg November 7, 2024 Resignation due to pre-occupation Ashwin Sathyanarayanan November 5, 2024 Resignation due to pre-occupation Abhishek Bhalotia October 1, 2024 Change in designation to Whole-time Director Pramod Kumar Bhalotia October 1, 2024 Appointment as Managing Director Ashwin Satyanarayan Agarwal September 30, 2024 Change in designation to Independent Director Beena Bhalotia August 28, 2024 Appointment as an Additional Director 253Name of Director Date Reason Beena Bhalotia September 30, 2024 Change in designation to Non-Executive Director Ashwin Satyanarayan Agarwal January 10, 2024 Appointment as Additional Independent Director Shashank Garg November 30, 2023 Appointment as Additional Independent Director Fazlullah Basha September 12, 2022 Resignation due to personal and other official exigency Rajeshkumar Bhalotia January 21, 2022 Resignation due to personal and other official exigency Corporate Governance As on the date of this Draft Red Herring Prospectus, we have 6 directors on our Board, comprising of 1 managing director, 1 whole-time director, 1 non-executive director and 3 independent directors. The Board also comprises of 2 women directors. The present composition of our Board of Directors and its committees is in accordance with the Companies Act, 2013, and SEBI Listing Regulations. The present composition of our Board and its committees is in accordance with the corporate governance requirements provided under the Companies Act, 2013 and the SEBI Listing Regulations in relation to the composition of our Board and constitution of committees thereof. Our Company undertakes to take all necessary steps to continue to comply with all applicable requirements of the SEBI Listing Regulations and the Companies Act. Board committees Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations: a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders Relationship Committee; d. Corporate Social Responsibility Committee; and e. IPO Committee. Details of each of these committees are as follows: Audit Committee The Audit Committee was constituted pursuant to a meeting of our Board held on December 3, 2024 and re- constituted on March 24, 2025. The Audit Committee currently consists of: Name Nature of Directorship Designation Saimathy Soupramanien Independent Director Chairperson S. Krishnamachari Independent Director Member Pramod Kumar Bhalotia Managing Director Member Further, the Company Secretary of our Company shall act as the secretary to the Audit Committee. The scope, functions and the terms of reference of the Audit Committee is in accordance with the Section 177 of the Companies Act, 2013 and Regulation 18 (3) Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II Part C. The role of the audit committee shall include the following: 1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees; 2543. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: (a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; (b) Changes, if any, in accounting policies and practices and reasons for the same; (c) Major accounting entries involving estimates based on the exercise of judgment by management; (d) Significant adjustments made in the financial statements arising out of audit findings; (e) Compliance with listing and other legal requirements relating to financial statements; (f) Disclosure of any related party transactions; (g) modified opinion(s) in the draft audit report 5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval; 6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right 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, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor’s independence, performance and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non – payment of declared dividends) and creditors; 18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases; 19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board; 20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; 21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary (if any) exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision; 22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders 23. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Further, the Audit Committee shall mandatorily review the following: (a) Management discussion and analysis of financial condition and results of operations; (b) Management letters / letters of internal control weaknesses issued by the statutory auditors; (c) Internal audit reports relating to internal control weaknesses; and (d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to 255review by the Audit Committee; (e) Statement of deviations: 1. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of regulation 32(1); (a) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7). Nomination and Remuneration Committee: The Nomination and Remuneration committee was constituted by a resolution of our Board dated December 03, 2024. The Nomination and Remuneration Committee currently consists of: Name Nature of Directorship Designation C Rajendran Independent Director Chairman S. Krishnamachari Independent Director Member Saimathy Soupramanien Independent Director Member The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference of Nomination and Remuneration Committee shall include the following: (1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; (2) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates; (3) Formulation of criteria for evaluation of performance of independent directors and the board of directors; (4) Devising a policy on diversity of board of directors; (5) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. (6) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. (7) Recommend to the board, all remuneration, in whatever form, payable to senior management Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted pursuant to a meeting of our Board held on December 3, 2024. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently consists of: Name Nature of Directorship Designation Saimathy Soupramanien Independent Director Chairman Pramod Kumar Bhalotia Managing Director Member Abhishek Bhalotia Whole-time director Member Role of Stakeholders’ Committee The role of Stakeholder Relationship Committee, together with its powers, is as follows: 256(1) Resolving grievances of our security holders, 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; (2) Review of measures taken for effective exercise of voting rights by shareholders; (3) Review of adherence to the service standards adopted by our Company in respect of various services being rendered by the Registrar & Share Transfer Agent; (4) Review of various measures and initiatives taken by our 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. Corporate Social Responsibility Committee The CSR Committee was reconstituted by a resolution of our Board dated December 03, 2024. The current constitution of the CSR Committee is as follows: Name Nature of Directorship Designation Abhishek Bhalotia Whole-Time Director Chairman Pramod Kumar Bhalotia Managing Director Member S. Krishnamachari Independent Director Member The terms of reference of the Corporate Social Responsibility Committee shall include the following: 1. formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board; 2. identify corporate social responsibility policy partners and corporate social responsibility policy programmes; 3. review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company; 4. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities; 5. review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes; 6. any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and 7. exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act. IPO Committee The IPO Committee was constituted pursuant to a meeting of our Board held on December 03, 2024. The IPO Committee currently consists of: Name Nature of Directorship Designation Pramod Kumar Bhalotia Managing Director Chairman Abhishek Bhalotia Whole-Time Director Member C Rajendran Independent Director Member The terms of reference of the IPO Committee shall include the following: 1. to decide in consultation with the BRLM the actual size of the Issue, and taking on record the number of equity shares proposed to be offered and/or reservation on a competitive basis, and/or green shoe option and/or any rounding off in the event of any oversubscription and/or any discount to be offered to retail individual bidders or eligible employees participating in the Issue and all the terms and conditions of the 257Issue, including without limitation timing, opening and closing dates of the Issue, price band, allocation/ allotment to eligible persons pursuant to the Issue, including any anchor investors, and to accept any amendments, modifications, variations or alterations thereto; 2. to appoint, instruct and enter into agreements with the BRLM, and in consultation with BRLM appoint and enter into agreements with intermediaries, underwriters, syndicate members, brokers, escrow collection bankers, auditors, independent chartered accountants, advisors to the company, refund bankers, registrar, grading agency, monitoring agency, industry expert, legal counsel, depositories, custodians, credit rating agencies, printers, advertising agency(ies), and any other agencies or persons (including any successors or replacements thereof) whose appointment is required in relation to the Issue and to negotiate and finalize the terms of their appointment, including but not limited to execution of the engagement letters and Issue agreement with the BRLM, and the underwriting agreement with the underwriters, and to terminate agreements or arrangements with such intermediaries; 3. to finalise, settle, approve, adopt and arrange for submission of the draft red herring prospectus, the red herring prospectus, the Prospectus, any amendments, supplements, notices, clarifications, reply to observations, addenda or corrigenda thereto, to appropriate government and regulatory authorities, respective stock exchanges where the Equity Shares are proposed to be listed, the Registrar of Companies institutions or bodies; 4. to issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation with the relevant intermediaries appointed for the Issue in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), Companies Act, 2013, as amended and other applicable laws; 5. to decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if any; 6. to open account with the bankers to the Issue to receive application monies in relation to the Issue in terms of Section 40(3) of the Companies Act, 2013, as amended; 7. to negotiate, finalise, sign, execute and deliver or arrange the delivery of the issue agreement, syndicate agreement, cash escrow and sponsor bank agreement, underwriting agreement, agreements with the registrar to the Issue, monitoring agency and the advertising agency(ies) and all other agreements, documents, deeds, memorandum of understanding and other instruments whatsoever with the registrar to the Issue, monitoring agency, legal advisors, auditors, Stock Exchanges, BRLM and other agencies/ intermediaries in connection with Issue with the power to authorize one or more officers of the Company to execute all or any of the aforesaid documents; 8. to make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the Stock Exchange, the Securities and Exchange Board of India, the Reserve Bank of India, Registrar of Companies and such other statutory and governmental authorities in connection with the Issue, as required by applicable law, and to accept, on behalf of the Board, such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, exemptions, permissions and sanctions as may be required, and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP and the Prospectus; 9. to make in-principle and final applications for listing and trading of the Equity Shares on one or more stock exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent documentation to the Stock Exchanges and to take all such other actions as may be necessary in connection with obtaining such listing; 10. to determine and finalize, in consultation with the BRLM, the price band for the Issue and minimum bid lot for the purpose of bidding, any revision to the price band and the final Issue price after bid closure, and to finalize the basis of allocation and to allot the Equity Shares to the successful allottees (including anchor investors) and credit Equity Shares to the demat accounts of the successful allottees in accordance with applicable laws and undertake other matters in connection with or incidental to the Issue, including determining the anchor investor portion, in accordance with the SEBI ICDR Regulations; 11. to issue receipts/ allotment advice/ confirmation of allocation notes either in physical or electronic mode representing the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and to provide for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more stock exchange(s), with power to authorise one or more officers of the Company to sign all or any of the aforementioned documents; 12. to do all such deeds and acts as may be required to dematerialise the Equity Shares and to sign and/or modify, as the case may be, agreements and/or such other documents as may be required with National Securities Depository Limited, Central Depository Services (India) Limited, registrar and transfer agents and such other agencies, as may be required in this connection with power to authorise one or more 258officials of the Company to execute all or any of the aforesaid documents; 13. to approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy and other corporate governance requirements considered necessary by the Board or the IPO Committee or as required under applicable law; 14. to seek, if required, the consent and waivers of the parties with whom the Company and/or its subsidiaries have entered into various commercial and other agreements, including but not limited to lenders, lessors, customers, suppliers, strategic/ joint venture partners, all concerned governmental and regulatory authorities in India or outside India, and any other consents that may be required in connection with the Issue in accordance with the applicable laws; 15. to determine the price at which the Equity Shares are offered, issued, allocated, transferred and/or allotted to investors in the Issue in accordance with applicable regulations in consultation with the BRLM and/or any other advisors, and determine the discount, if any, proposed to be offered to eligible categories of investors; 16. to settle all questions, difficulties or doubts that may arise in relation to the Issue, as it may in its absolute discretion deem fit; 17. to do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters and instruments as may be necessary for the purpose of or in connection with the Issue; 18. to authorize and approve the incurring of expenditure and payment of fees, commissions, brokerage and remuneration in connection with the Issue; 19. to withdraw the DRHP or RHP or to decide not to proceed with the Issue at any stage, in consultation with the BRLM and in accordance with the SEBI ICDR Regulations and applicable laws; 20. to submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the relevant stock exchange(s) where the Equity Shares are to be listed; and 21. to authorize and empower officers of the Company (each, an “Authorized Officer(s)”), for and on behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officer(s) consider necessary, appropriate or advisable, in connection with the Issue, including, without limitation, engagement letter(s), memoranda of understanding, the listing agreement(s) with the stock exchange(s), the registrar’s agreement and memorandum of understanding, the depositories’ agreements, the issue agreement with the BRLM (and other entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLM and syndicate members, the stabilization agreement, the cash escrow and sponsor bank agreement, confirmation of allocation notes, allotment advice, placement agents, registrar to the Issue, bankers to the Company, managers, underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising agency(ies), syndicate members, brokers, escrow collection bankers, auditors, grading agency, monitoring agency and all such persons or agencies as may be involved in or concerned with the Issue, if any, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Issue by the BRLM and to do or cause to be done any and all such acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing resolutions for the Issue; and any such agreements or documents so executed and delivered and acts and things done by any such Authorized Officer(s) shall be conclusive evidence of the authority of the Authorized Officer and the Company in so doing. 259Management Organization Structure Key Managerial Personnel and Senior Management Personnel Key Managerial Personnel Other than Pramod Kumar Bhalotia, Managing Director and Abhishek Bhalotia, Whole-time Director, whose details are provided hereinabove, the details of our Key Managerial Personnel, as on the date of this Draft Red Herring Prospectus are set forth below. S N Satiya Priya is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since September 5, 2024. She is an associate member of the Institute of Company Secretaries of India and holds a degree in Bachelors of Commerce from University of Madras. She has over 18 years of experience in secretarial and accounting fields. She was previously associated with Wheels India Limited, ETH Limited, Cetex Petrochemicals Limited etc. Her roles and responsibilities in the Company include secretarial compliance and ensuring conformity with regulatory provisions. She has received remuneration of Rs.2.68 lakhs for the Fiscal 2025. Sanjay Bhalotia is the Chief Financial Officer of our Company. He has been associated with our Company since May 16, 2024 as a Genneral Manager-Accounts and was appointed as the Chief Financial Officer on August 28, 2024. He holds a degree in Bachelors Commerce from University of Madras. He has experience of over13 years in the field of finance and accounts. He has been previously associated with Lanco Kalahasthi Castings Limited 260 srotceriD fo draoB S N Satiya Priya Company Secretary and Compliace officer Pramod Kumar Bhalotia Sanjay Bhalotia Chairman cum Managing Director Chief Financial Officer Abhishek Bhalotia Vijay Balasaheb Pawar Whole-time Director General Manager Vijay Kumar Rai Non-executive Directors (including Head of Department -Electrical Independent Directors) Raju George Manager -Marketingand SBQ Steels Limited. His roles and responsibilities include financial planning and budgeting, cash flow management and cost management. He has received remuneration of Rs. 7.64 lakhs for the Fiscal 2025 Senior Management Personnel In addition to the Chief Financial Officer and the Company Secretary and Compliance Officer of our Company, whose details are provided in "Our Management – Key Managerial Personnel" on page 260, the details of our other Senior Management are set out below: Vijay Balasaheb Pawar is the General Manager – Tube Mill Division of our Company. He has completed Diploma course in Electrical Engineering from Board of Technical Education, Uttar Pradesh. He has been associated with our company since March 6, 2007 and was identified as Senior Management Personnel pursuant to the board resolution dated December 3, 2024. He has over 18 years of experience in the field of steel production management and quality assurance. He received an average compensation of ₹19.03 lakhs for the Fiscal 2025. Vijay Kumar Rai is the Head of Department – Electrical of our Company. He has completed a Diploma course in Electrical Engineering from Board of Technical Education, Uttar Pradesh. He has been associated with our Company since February 17, 2012 and was identified as Senior Management Personnel pursuant to the board resolution dated December 3, 2024. He possesses over 30 years of experience in the field of electrical engineering. He has been previously associated with Grass Steel Private Limited, Liloyds Line Pipes Limited etc. His roles and responsiblities include Installations, Maintanance and operations of all electrical systems and equipments. He received an average compensation of ₹12.60 lakhs for the Fiscal 2025. Raju George is a Marketing Manager of our Company. He holds a degree of Bachelor’s in Science from University of Kerela. He has been associated with our company since February 3, 2009, and was identified as Senior Management Personnel pursuant to the board resolution dated December 3, 2024. He has more than 16 years of experience in the field of sales and marketing. His roles and respolsiblities includes brand building, marketing and devlopment of retail and dealer network. He received an average compensation of ₹16.80 lakhs for the Fiscal 2025. Service Contracts with Key Managerial Personnel No Key Managerial Personnel and Senior Management Personnel has entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment. Interest of Key Managerial Personnel and Senior Management Personnel For details of the interest of our Managing Director and Whole-time Directors in our Company, see "Our Management – Interest of Directors" on page 252. Other than to the extent of the remuneration, benefits, interest of receiving dividends on the Equity Shares, reimbursement of expenses incurred in the ordinary course of business, our Key Managerial Personnel and Senior Management Personnel have no other interest in the equity share capital of the Company. No loans have been availed by our Key Managerial Personnel and Senior Management Personnel from our Company as on the date of this Draft Red Herring Prospectus. Relationship amongst Key Managerial Personnel and Senior Management Personnel Except as disclosed in the "Our Management – Relationship between Directors and Key Managerial Personnel or Senior Management", none of our Key Managerial Personnel and Senior Management Personnel are related to each other. Arrangements and understanding with major Shareholders, customers, suppliers or others None of our Key Managerial Personnel and Senior Management Personnel have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or others. 261Retirement and termination benefits Apart from applicable statutory benefits, none of our Key Managerial Personnel and Senior Management would receive any benefits on their retirement or on termination of their employment in our Company. Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management Personnel There is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior Management Personnel. Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management Personnel There is no bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management Personnel. Status of Key Managerial Personnel and Senior Management Personnel All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company. Shareholding of Key Managerial Personnel and Senior Management Personnel Sr. Name of the Shareholder Number of Equity Shares Percentage of the Equity No. Share capital (%) 1. Pramod Kumar Bhalotia 1,81,95,240 36.83 2. Abhishek Bhalotia 69,77,670 14.12 Total 2,51,72,910 50.95 Changes in Key Managerial Personnel and Senior Management Personnel during the last three years The changes in our Key Managerial Personnel and Senior Management Personnel during the last three years till the date of this Draft Red Herring Prospectus are set forth below. Sr. Name of KMP/SMP Date Reason No. 1. S N Satiya Priya September 5, 2024 Appointment as Company Secretary 2. Sanjay Bhalotia August 28, 2024 Appointment as CFO 3. Abhishek Bhalotia October 01, 2024 Appointment as WTD 4. Vijay Rai February 17, 2012 Head of Department (HOD) – Electrical 5. Raju George February 3, 2009 Marketing Manager 6. Vijay Balasaheb Pawar March 6, 2007 General Manager – Tube Mill Divison Attrition of Key Managerial Personnel and Senior Management Personnel The attrition of Key Managerial Personnel and Senior Management Personnel is not high in our Company. Employee Stock Options and Stock Purchase Schemes As on date of this Draft Red Herring Prospectus, our Company does not have any Employee Stock Options and other Equity-Based Employee Benefit Schemes. 262OUR PROMOTERS AND PROMOTER GROUP OUR PROMOTERS The Promoters of our Company are Pramod Kumar Bhalotia, Abhishek Bhalotia, Beena Bhalotia, and Mayank Marketing Private Limited. As on the date of this Draft Red Herring Prospectus, our Promoters’ shareholding in our Company is as follows: Name of the Promoter No. of Equity Shares % of pre-Issue issued, subscribed and paid-up Equity Share Capital Pramod Kumar Bhalotia 1,81,95,240 36.83 Abhishek Bhalotia 69,77,670 14.12 Beena Bhalotia 51,69,780 10.46 Mayank Marketing Private Limited 1,60,01,370 32.39 Total 4,63,44,060 93.80 For further details, see “Capital Structure - Details of Shareholding of our Promoters, members of the Promoter Group in our Company” on page [●]. The details of our Promoters are as under: Pramod Kumar Bhalotia Pramod Kumar Bhalotia, aged 61 years is the Chairman and Managing Director of our Company. He is an Indian national. For details of his educational qualifications, residential address, date of birth, experience, positions and posts held in the past, other directorships and interest in other entities, business, financial activities and special achievements, see “Our Management” on page 247. Other than the entities forming part of the Promoter Group, Pramod Kumar Bhalotia is not involved in other ventures. His permanent account number is AADPB7250Q. Abhishek Bhalotia Abhishek Bhalotia, aged 35 years is the Whole-Time Director of our Company. He is an Indian national. For details of his educational qualifications, residential address, date of birth, experience, positions and posts held in the past, other directorships and interest in other entities, business, financial activities and special achievements, see “Our Management” on page 247. Other than the entities forming part of the Promoter Group, Abhishek Bhalotia is not involved in other ventures. His permanent account number is AUKPB0644B. 263Beena Bhalotia Beena Bhalotia, aged 55 years is the Non-Executive Director of our Company. She is an Indian national. For details of her educational qualifications, residential address, date of birth, experience, positions and posts held in the past, other directorships and interest in other entities, business, financial activities and special achievements, see “Our Management” on page 247. Other than the entities forming part of the Promoter Group, Beena Bhalotia is not involved in other ventures. Her permanent account number is AEJPB8395Q. Mayank Marketing Private Limited Corporate Information: Mayank Marketing Private Limited was incorporated as a private limited company on March 7, 2007, under the Companies Act, 1956. Its Corporate Indentity Number is U51109TN2007PTC184553. Its registered office is situated at New No 73, Old No 30, New Avadi Road, Kilpauk, Perambur Purasawalkam, Chennai – 600 010, Tamil Nadu, India. There have been no changes to the primary business activities undertaken by Mayank Marketing Private Limited. Permanent account number: AAECM9725F Shareholding Pattern As on the date of this Draft Red Herring Prospectus, the authorised share capital of Mayank Marketing Private Limited is ₹20.00 Lakhs divided into 2,00,000 equity shares of face value of ₹10 each. The issued and paid-up share capital of Mayank Marketing Private Limited, as on the date of this Draft Red Herring Prospectus is ₹20.00 lakhs divided into 2,00,000 equity shares of face value of ₹10 each. The following table sets forth details of the shareholding pattern Mayank Marketing Private Limited, as on the date of this Draft Red Herring Prospectus: S. No. Name of shareholder Number of shares held Percentage (%) of shareholding 1. Pramod Kumar Bhalotia 9,5000 47.50 2. Beena Bhalotia 12,500 6.25 3. Abhishek Bhalotia 61,000 30.50 4. Ratanlal Pramod Kumar Bhalotia (HUF) 11,500 5.75 5. Ratanalal Rajesh Kumar Bhalotia (HUF) 10,000 5.00 6. S.MD. Fazlullah Basha 10,000 5.00 Total 2,00,000 100.00 Board of directors As on the date of this Draft Red Herring Prospectus, the board of directors of Mayank Marketing Private Limited is as under: 1. Beena Bhalotia; and 2. Abhishek Bhalotia Promoters As on the date of this Draft Red Herring Prospectus, the promoters of Mayank Marketing Private Limited are as under: 2641. Pramod Kumar Bhalotia 2. Beena Bhalotia 3. Abhishek Bhalotia 4. Ratanlal Pramod Kumar Bhalotia (HUF) 5. Ratanalal Rajesh Kumar Bhalotia (HUF) 6. S.MD. Fazlullah Basha Confirmations and Undertakings We confirm that the Permanent Account Number, Bank Account number, Passport number, Aadhaar card number and driving license number of our Promoters have been submitted to the Stock Exchange(s) at the time of filing of this Draft Red Herring Prospectus. Change in Control of our Company There has not been any change in the control of our Company in the five years immediately preceding the date of this Draft Red Herring Prospectus. Other ventures of our Promoters Other than as disclosed in the section “Our Management – Other Directorships” on page 247, and our Promoter Group entities, our Promoters are not involved in any other ventures. Further, our Promoters do not have any interest in a venture that is involved in any activities similar to those conducted by our Company. Experience of our Promoter in the business of our Company Our Promoters have adequate experience in the industry in which our Company conducts its business. For further details please see “Our Management - Brief profiles of our Directors” beginning on page 249. Interest of our Promoters Our Promoters are interested in our Company to the extent of: (i) having promoted our Company; (ii) their shareholding and the shareholding of their relatives in our Company and the dividend payable, if any, and other distributions in respect of the Equity Shares held by him or their relatives; (iii) of remuneration payable to them as Directors of our Company. For further details, see “Capital Structure”, “Our Management”, “Summary of the Issue Document - Related Party Transactions” and “Interest in property – Our Management” and “Restated Financial Statements” beginning on pages 97, 247, 32, 252 and 271 respectively. Except as stated in “Summary of the Issue Document - Related Party Transactions” beginning on page 32 and disclosed in “Our Management – Interest of Director” beginning on page 252, there has been no payment of any amount or benefit given to our Promoters or Promoter Group during the two years preceding the date of filing of the Draft Red Herring Prospectus nor is there any intention to pay any amount or give any benefit to our Promoters or Promoter Group as on the date of filing of this Draft Red Herring Prospectus. Interest of our Promoters in our Company arising out of being a member of a firm or company Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be paid to our Promoters or to any firm or company in cash or shares or otherwise by any person either to induce him to become, or to qualify him as a director, promoter or otherwise for services rendered by such Promoters or by such firm or company, in connection with the promotion or formation of our Company. Interest of our Promoters in the property of our Company Except as stated in the section “Our Business” and “Financial Information”, beginning on pages 203 and 271, respectively, our Promoters are not interested in the properties acquired by our Company within the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by it, or in any transaction by our Company with respect to the acquisition of land, construction of building or supply of 265machinery, other than in the normal course of business. Payment of Amounts or Benefits to the Promoters or Promoter Group During the last two years Except as stated in the section “Related Party Transactions - Financial Information” on page 307, there has been no payment of benefits paid or given to our Promoters or 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 amount or benefit to our Promoters or members of our Promoter Group Material Guarantees Except as stated in the chapters “Financial Indebtedness” on pages 337, our Promoters have not given any material guarantee to any third party with respect to the Equity Shares as on the date of this Draft Red Herring Prospectus. Companies with which the Promoters have disassociated in the last three years Except as mentioned below none of our other Promoters have disassociated themselves from any companies, firms or entities during the last three years preceding the date of this Draft Red Herring Prospectus. Name of the Promoter Companies or firms Reasons and Date of Disassociation (S) with which Promoter(s) circumstances of have disassociated disassociation Abhishek Bhalotia Eminence Biofuel Private Voluntary Struck Off March 15, 2025 Limited Confirmations Our Promoters and the members of our Promoter Group have confirmed that they have not been identified as wilful defaulters or a fraudulent borrower by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are currently pending against them. Our Promoters has not been declared as a fugitive economic offender under the provisions of section 12 of the Fugitive Economic Offenders Act, 2018. Our Promoters, members of our Promoter Group, are not prohibited from accessing or operating in the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority/court. Our Promoters and members of the Promoter Group are not promoters, directors or persons in control of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and the Company, its Promoters and its Promoter Group. There is no conflict of interest between the lessor of immovable properties and the Company, its Promoters, and its Promoter Group. Other Confirmations None of our Promoters or individuals forming part of our Promoter Group are appearing in the list of directors of struck-off companies by the RoC or the MCA under Section 248 of the Companies Act. Further, none of the entities forming part of our Promoter Group are appearing in the list of struck-off companies by the RoC or the MCA under Section 248 of the Companies Act. Our Promoter Group 266Persons constituting the Promoter Group (other than our Promoters) of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations 2018 are set out below: Natural persons forming part of our Promoter Group (other than our Promoters): Sr. Name of Individuals Relationships NProa. mod Kumar Bhalotia 1. Ratanlal Bhalotia Father 2. Ranjana Agarwal Sister 3. Rajeshkumar Bhalotia Brother 4. Abhishek Bhalotia Son 5. Komal Bhalotia Daughter 6. Beena Bhalotia Spouse 7. Pawan Kumar Goyal Spouse’s Brother 8. Rita Agarwal Spouse’s Sister 9. Shanti Bansal Spouse’s Sister 10. Kiran Bansal Spouse’s Sister 11. Bimla Devi Spouse’s Sister 12. Nirmala Devi Bajoria Spouse’s Sister Abhishek Bhalotia 1. Pramod Kumar Bhalotia Father 2. Beena Bhalotia Mother 3. Komal Bhalotia Sister 4. Kiaan Bhalotia Son 5. Kaira Bhalotia Daughter 6. Dolly Bhalotia Spouse 7. Late Manmohan Agarwal Spouse’s Father 8. Lalitha Devi Agarwal Spouse’s Mother 9. Hemanth Agarwal Spouse’s Brother 10. Nandhini Mehta Spouse’s Sister 11. Shashi Goel Spouse’s Sister 12. Sonam Spouse’s Sister Beena Bhalotia 1. Pawan Kumar Goyal Brother 2. Rita Agarwal Sister 3. S hanti Bansal Sister 4. Bimla Devi Sister 5. Nirmala Devi Bajoria Sister 6. Kiran Bansal Sister 7. Abhishek Bhalotia Son 8. K omal Bhalotia Daughter 9. P ramod Kumar Bhalotia Spouse 10. R atanlal Bhalotia Spouse’s Father 11. L ate Chandrakala Bhalotia Spouse’s Mother 12. Rajeshkumar Bhalotia Spouse’s Brother 13. Ranjana Agarwal Spouse’s Sister Entities forming part of our Promoter Group (other than our Promoters): 267Sr. No. Name of entities Nature 1. KPR Tubes LLP Limited Liability Partnership 2. Ratanalal Rajesh Kumar Bhalotia (HUF) HUF 3. CMG Steels Private Limited Company 4. Marathon Steel Trading Private Limited Company 5. MRP Traders Private Limited Company 6. Ridhi sidhi dealers Private Limited Company 7. GM RE Rollers Partnership firm 8. Ponneri Steel Industries Partnership firm 9. Sri Balaji Steel Industries Partnership firm 10. Trend Vintrade Private Limited Company 11. Jai Salasar Balaji Metals Private Limited Company 12. Ratanlal Pramod Kumar Bhalotia (HUF) HUF 268OUR GROUP COMPANIES Pursuant to Board resolution dated June 3, 2025, our Board formulated a policy for identification of group companies (“Materiality Policy”) and has noted that in accordance with the SEBI ICDR Regulations, the term “Group Companies”, includes (i) such companies (other than promoter(s) and subsidiary(ies), if any) with which there were related party transactions during the period for which financial information is disclosed, in accordance with Ind AS 24, as disclosed in the Restated Financial Statement (“Relevant Period”), including any additions or deletions in such companies, after the Relevant Period and until the date of the respective offer documents; and (ii) any other companies considered material by the Board of Directors, in accordance with the Materiality Policy. With respect to the above, all such companies with which the Company had related party transactions, in accordance with Ind AS 24, during the Relevant Period and as disclosed in the Restated Financial Statement, which is contained in Draft Red Herring Prospectus, shall be considered as group companies of the Company for the purpose of disclosure in this Draft Red Herring Prospectus to be filed in relation to the Issue. Accordingly, based on the parameters outlined above, as on the date of this Draft Red Herring Prospectus, we do not have any group companies 269DIVIDEND POLICY The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the applicable laws including the Companies Act, 2013 together with the applicable rules issued thereunder. The dividend distribution policy of our Company was approved and adopted by our Board on December 3, 2024 (the "Dividend Distribution Policy"). The Dividend Distribution Policy provides that our Board may consider the following financial/internal parameters while declaring or recommending dividend to Shareholders: (i)Financial performance including profits earned by the Company (standalone) during the financial year; (ii) Available distributable reserves; (iii) Cash balance and operating cash flows of the Company; (iv) Earnings Per Share (EPS); (v) Working capital requirements; (vi) Capital expenditure requirement such as for business expansion, technological advancement, corporate restructuring including investments in subsidiaries, joint ventures and associates of the Company; (vii) Likelihood of crystalization of contingent liabilities, if any; (viii) Upgradation of physical infrastructure; (ix) Fund requirement for contingencies and unforeseen events with financial implications; (x) Cost of Borrowing; (xi) Past Dividend payout ratio / trends; (xii) Any other factor as may be deemed fit by the Board. Our Board may consider the following external parameters while declaring or recommending dividend to Shareholders: (i) Economic conditions; (ii) Financing costs; (iii) Government regulations; (iv) Global conditions; (v) Taxation policy of the Government. Further, our Board may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by the Board. Retained earnings may be utilized by our Company for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board. Our Company may also, from time to time, pay interim dividends. For details in relation to risks involved in this regard, see "Risk Factors – Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements" on page 72. We have not declared and paid any dividends on the Equity Shares in any of the three Fiscals preceding the date of this Draft Red Herring Prospectus and until the date of this Draft Red Herring Prospectus. The dividend history in the past is not necessarily indicative of our dividend amounts, if any, in the future. 270SECTION V – FINANCIAL INFORMATION RESTATED FINANCIAL STATEMENTS Sr. Particulars Page No. No. 1. The examination report and the Restated Financial Statements 272 271INDEPENDENT AUDITOR’S REPORT ON RESTATED FINANCIAL INFORMATION The Board of Directors, R.K. STEEL MANUFACTURING COMPANY LIMITED (Formerly known as "R. K. Steel Manufacturing Company Private Ltd") No 5, Ground Floor, Branson Garden Street, Kilpauk, Chennai-600 010, Tamil Nadu, India Dear Sirs, 1. We, Mahesh C Solanki & Co, Chartered Accountants, have examined the attached Restated Summary Statements of R.K. STEEL MANUFACTURING COMPANY LIMITED (Formerly known as “R.K. Steel Manufacturing Company Private Ltd”) (the “Company” or the “Issuer”) comprising the Restated Summary Statements of Assets and Liabilities as at March 31, 2025, 2024 and 2023 the Restated Summary Statement of Profit and Loss (including Other Comprehensive Income), the Restated Summary Statement of Changes in Equity, the Restated Summary Statement of Cash Flows for the year ended March 31, 2025, 2024 and 2023 and the summary statement of significant accounting policies, and other explanatory information (collectively, the “Restated Summary Statement”), as approved by the Board of Directors of the Company at their meeting held on September 19, 2025 for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus (collectively the “Offer Documents”) prepared by the Company in connection with its proposed Initial Public offer of equity shares (the “offer”). 2. These Restated Summary Statements have been prepared in accordance with the requirements of: a. Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act"); b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time in pursuance of provision of Securities and Exchange Board of India Act, 1992 ("ICDR Regulations"); and c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”). Management’s Responsibility 3. The Company’s Board of Directors is responsible for the preparation of the Restated Summary Statements for the purpose of inclusion in the offer documents to be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and Registrar of Companies – Tamilnadu, Chennai (“ROC”) in connection with the proposed issue. The Restated Summary Statements have been prepared by the management of the Company on the basis of preparation stated in Note 2 of Annexure V to the Restated Summary Statements. The Board of Directors of the company are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Summary Statements. The Board of Directors of the company are also responsible for identifying and ensuring that the company complies with the Act, the ICDR Regulations and the Guidance Note. 272Auditor’s Responsibility: 4. We have examined such Restated Summary Statements taking into consideration: a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated October 18, 2024 in connection with the proposed issue of equity shares of the Company; b) The Guidance Note - The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Summary Statements; and d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed issue of equity shares of the Company. 5. These Restated Summary Statements have been compiled by the management from: a) Audited Standalone Ind AS financial statements of the Company as at and for the year ended March 31, 2025, prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September 03, 2025. The comparative information for the year ended March 31, 2024 including the information of opening balance sheet as on April 1, 2023 being the transition date to Ind AS have been prepared by making Ind AS adjustments to the audited standalone financial statements of the Company as at and for the year ended March 31, 2024 and 2023, prepared in accordance with the accounting standards notified under the section 133 of the Act (“Indian GAAP”) which was approved by the Board of directors at their meeting held on September 03, 2025. b) Audited Special Purposes Ind AS financial statements of the Company as at and for the year ended March 31, 2024 and 2023 have been prepared by making Ind AS adjustments to the audited financial statements of the Company as at and for the year March 31, 2024 and 2023, prepared in accordance with the accounting standards notified under the section 133 of the Act (“Indian GAAP”) which was approved by the Board of directors at their meeting held on September 03, 2025. 6. For the purpose of our examination, we have relied on: a) Auditors’ reports issued by us dated September 03, 2025 on the financial statements of the Company as at and for the year ended March 31, 2025 as referred in Paragraph 5 above; and b) Auditors’ Report issued by the Previous Auditors dated September 05, 2024 and September 01, 2023 on the financial statements of the Company as at and for the years ended March 31, 2024 and 2023 respectively, as referred in Paragraph 5 above along with Auditors’ Report issued by us dated September 03, 2025 on Special Purposes Ind AS Financial Statements for the said years, as referred in Paragraph 5 above. Opinion: 7. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information: a) have been prepared after incorporating adjustments for the change in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial period/years ended March 31, 2025, 2024 and 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the period ended March 31, 2025; 273b) does not contain any qualifications requiring adjustments. c) have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note. 8. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Financial Statements mentioned in paragraph 5 above. 9. 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 and other auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein. 10. We have no responsibility to update our report for events and circumstances occurring after the date of the report. Restriction on Use: 11. Our report is intended solely for use of the Board of Directors for inclusion in the offer documents to be filed with SEBI, BSE, NSE and ROC- Chennai, Tamilnadu, in connection with the proposed issue. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. For Mahesh C Solanki & Co., Chartered Accountants, Firm Registration No.: 006228C Peer Review Certificate No.: 016526 Vinay Kumar Jain Partner Membership No.: 232058 UDIN: 25232058BMKUWX3844 Place: Chennai Date: September 19, 2025 274R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure I - Restated Ind AS Summary Statement of Assets and Liabilities (All amounts in Rs. lakhs, except as otherwise stated) As At Annexure March 31, 2025 March 31, 2024 March 31, 2023 VI Notes ASSETS Non-current assets Property, plant and equipment 4 7,844.70 6,404.59 4,151.43 Capital work-in-progress 5 1,242.82 1,743.89 1 .25 Investment Property 6 3 6.90 110.02 110.02 Right-of-use assets 7 484.71 490.10 495.49 Other intangible assets 8 5 .06 6 .69 6 .43 Financial assets Other non-current financial assets 9 3,160.04 744.78 438.48 Deferred tax assets (net) 23 - - 1 6.68 Other non-current assets 10 564.32 532.58 3,259.42 Total non-current assets 13,338.55 10,032.65 8,479.20 Current assets Inventories 11 20,907.49 14,633.61 12,997.69 Financial assets Current investments 12 2 5.20 - 3 4.59 Trade receivables 13 15,899.98 9,438.46 8,127.09 Cash and cash equivalents 14 1,500.56 4,526.54 400.12 Bank balances other than cash and cash equivalents 15 - 4 0.00 1,712.16 Other current financial assets 16 148.94 127.96 8 5.35 Current tax asset (net) 17 188.58 172.22 - Other current assets 18 2,245.73 1,151.30 3,815.85 Total current assets 40,916.48 30,090.09 27,172.85 Total assets 54,255.03 40,122.74 35,652.05 EQUITY AND LIABILITIES Equity Equity Share capital 19 4,940.31 235.25 235.25 Other Equity 20 7,128.00 10,745.25 8,468.13 Total Equity 12,068.31 10,980.50 8,703.38 Liabilities Non-current liabilities Financial liabilities Borrowings 21 3,600.61 5,043.79 6,219.50 Provisions 22 119.36 6 3.03 4 7.61 Deferred tax liabilities (net) 23 320.40 229.62 - Total non-current liabilities 4,040.37 5,336.44 6,267.11 Current liabilities Financial liabilities Borrowings 24 31,508.61 22,272.30 17,110.15 Trade payables 25 - total outstanding dues of micro enterprises and small enterprises 4 5.45 5 8.53 3 6.53 - total outstanding dues of creditors other than micro enterprises and small enterprises 5,921.95 630.13 2,323.55 Other current financial liabilities 26 551.18 482.54 730.44 Other current liabilities 27 8 1.97 291.06 131.27 Provisions 28 3 7.19 7 1.24 5 1.14 Current tax liabilities (net) 29 - - 298.48 Total current liabilities 38,146.35 23,805.81 20,681.56 Total Equity and Liabilities 54,255.03 40,122.74 35,652.05 The above statement should be read with Annexure V - Material accounting policies and explanatory notes forming part of Restated Summary Statements and Annexure VI - Notes to Restated Summary Statements As per our report of even date attached for Mahesh C Solanki & Co for and on behalf of the Board of Directors of Chartered Accountants R.K. STEEL MANUFACTURING COMPANY LIMITED Firm registration number: 006228C CA Vinay Kumar Jain Pramod Kumar Bhalotia Abhishek Bhalotia Partner Managing Director Whole time Director Membership No: 232058 DIN - 01115735 DIN - 07624387 Sanjay Bhalotia SN Satiya Priya Chief Financial Officer Company Secretary Place : Chennai Place : Chennai Place : Chennai Date : 19/09/2025 Date : 19/09/2025 Date : 19/09/2025 275R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure II - Restated Ind AS Summary Statement of Profit and Loss (All amounts in Rs. lakhs, except as otherwise stated) For the Year ended Annexure March 31, 2025 March 31, 2024 March 31, 2023 VI Notes Income Revenue from Operations 30 1 14,779.33 1 02,216.00 8 4,744.25 Other income 31 5 93.72 6 35.55 1 ,136.15 Total Income 1 15,373.05 1 02,851.55 8 5,880.40 Expenses Cost of materials consumed 32 9 5,131.16 9 3,668.24 7 8,053.83 Purchase of Stock - in - Trade 33 1 0,715.73 1 ,874.52 - Change in inventories of finished goods, stock in trade, work-in progress,r ejection and scrap 34 5 54.65 (2,999.70) (196.24) Employee benefits expense 35 1 ,041.86 8 86.42 7 18.86 Finance costs 36 2 ,466.65 2 ,093.69 1 ,346.54 Depreciation and amortisation expense 37 8 95.28 8 06.90 6 53.68 Operating expenses 38 2 ,561.01 3 ,005.88 2 ,169.55 Other expenses 39 5 38.82 4 60.82 4 21.00 Total expenses 1 13,905.15 9 9,796.77 8 3,167.22 Restated Profit before tax 1 ,467.90 3 ,054.78 2 ,713.18 Tax expense Current tax charge 2 85.54 5 40.33 7 25.28 Deferred tax (credit) / charge 9 1.73 2 44.04 ( 0.25) Total Tax expense 3 77.27 7 84.37 7 25.03 Restated Profit for the year 1 ,090.63 2 ,270.41 1 ,988.15 Other comprehensive income (OCI) Items that will not be reclassified to profit or loss in subsequent periods: Re-measurement (loss) / gain on defined benefit plans (3.77) 8 .98 1 4.53 Income tax effect on above 0 .95 ( 2.26) ( 3.66) Restated OCI for the year (net of tax) (2.82) 6 .72 1 0.87 Restated Total comprehensive profit / (loss) attributable to the Equity Shareholders for the year 1 ,087.80 2 ,277.13 1 ,999.02 Restated Earnings/(Loss) per equity share [Nominal value of share Rs. 10 (March 31, 2025: Rs.10,March 31, 2024: Rs. 10, March 31, 2023: Rs. 10)] Basic (Rs. per share) 2 .21 4 .60 4 .47 Diluted (Rs. per share) 2 .21 4 .60 4 .47 The above statement should be read with Annexure V - Material accounting policies and explanatory notes forming part of Restated Summary Statements and Annexure VI - Notes to Restated Summary Statements As per our report of even date attached for Mahesh C Solanki & Co for and on behalf of the Board of Directors of Chartered Accountants R.K. STEEL MANUFACTURING COMPANY LIMITED Firm registration number: 006228C CA Vinay Kumar Jain Pramod Kumar Bhalotia Abhishek Bhalotia Partner Managing Director Whole time Director Membership No: 232058 DIN - 01115735 DIN - 07624387 Sanjay Bhalotia SN Satiya Priya Chief Financial Officer Company Secretary Place : Chennai Place : Chennai Place : Chennai Date : 19/09/2025 Date : 19/09/2025 Date : 19/09/2025 276R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure III - Restated Ind AS Summary Statement of Cash Flows (All amounts in Rs. lakhs, except as otherwise stated) For the Year ended March 31, 2025 March 31, 2024 March 31, 2023 A. Cash flows from operating activities Profit before tax 1,467.90 3,054.78 2,713.18 Adjustments to reconcile Restated loss before tax to net cashflows: Depreciation and amortisation expense 895.28 806.90 653.68 Interest income on fixed deposits (355.66) (242.64) (75.97) Balances written back (59.11) (178.50) - Fair Value (Gain)/Loss in Investments - - (1.16) Profit from sale of Investment Property (83.78) - - Finance costs 2,466.65 2,093.69 1,346.54 Operating profit before working capital changes 4,331.26 5,534.23 4,636.29 Working capital adjustments: (Increase) / decrease in inventories (6,273.88) (1,635.92) (5,110.42) (Increase) / decrease in trade receivables (6,461.52) (1,311.36) 966.58 (Increase) / decrease in other assets (1,126.17) 2,573.80 (2,066.50) (Increase) / decrease in other financial assets (3.18) (4.49) (19.63) (Decrease) / increase in trade payables 5,337.84 (1,492.95) (476.13) (Decrease) / increase in provisions 19.46 44.50 35.44 (Decrease) / increase in other liabilities 68.65 159.79 (86.09) (Decrease) / increase in other financial liabilities (52.19) (104.40) 469.21 Cash generated from operations (4,159.72) 3,763.20 (1,651.25) Income taxes (paid) / refunded (net) (302.85) (1,011.03) (667.54) Net cash generated from operating activities (4,462.58) 2,752.16 (2,318.79) B. Cash flow from investing activities Purchaseofproperty,plantandequipment,CWIP,intangibleassets,Rightofuseassetsand Investment property (2,024.43) (7,685.81) (5,145.84) Proceedsonsaleofproperty,plantandequipment,CWIP,intangibleassets,Rightofuseassets and Investment property 113.35 5,705.83 773.67 (Investment in ) bank deposits (3,040.00) (40.00) (1,712.16) Maturity of bank deposits 40.00 1,712.16 - (Investment in ) margin deposits - 738.12 308.71 Maturity of margin deposits 624.73 (1,044.40) (438.45) Purchase of investments (25.20) - - Proceeds from sale of investments 83.78 34.59 - Interest received 337.85 204.51 75.75 Net cash used in investing activities (3,889.92) (375.00) (6,138.32) C. Cash flow from financing activities Proceeds from borrowings 17,555.68 21,775.57 23,372.22 Repayment of borrowings (9,762.52) (17,789.12) (13,949.43) Proceeds from issuance of share capital - - 636.03 Finance Cost (2,466.65) (2,237.19) (1,203.03) Net cash used in financing activities 5,326.51 1 ,749.26 8 ,855.78 Net increase / (decrease) in cash and cash equivalents (3,025.99) 4,126.42 398.68 Cash and cash equivalents at the beginning of the year 4,526.54 400.12 1.45 Cash and cash equivalents at the end of the year (Refer note 14) 1,500.55 4,526.54 400.12 Components of cash and cash equivalents for the purpose of statement of cash flows Balances with banks: - in current accounts 0.50 - 0.00 - deposits with original maturity of less than three months 1,500.00 4,526.26 400.00 Cash on hand 0.06 0.28 0.12 Total cash and cash equivalents 1,500.56 4,526.54 400.12 The above Restated Ind AS Summary Statement of Cash Flows has been prepared under the “Indirect Method” as set out in Indian Accounting Standard-7, “Statement of ReconciliationbetweentheopeningandclosingbalancesintheBalanceSheetforliabilitiesarisingfromfinancingactivitiesincludingbothchangesarisingfromcash flows and non-cash changes Refer Note 54 The above statement should be read with Annexure V - Material accounting policies and explanatory notes forming part of Restated Summary Statements and Annexure VI - Notes to Restated Summary Statements As per our report of even date attached for Mahesh C Solanki & Co for and on behalf of the Board of Directors of Chartered Accountants R.K. STEEL MANUFACTURING COMPANY LIMITED Firm registration number: 006228C CA Vinay Kumar Jain Pramod Kumar Bhalotia Abhishek Bhalotia Partner Managing Director Whole time Director Membership No: 232058 DIN - 01115735 DIN - 07624387 Sanjay Bhalotia SN Satiya Priya Chief Financial Officer Company Secretary Place : Chennai Place : Chennai Place : Chennai Date : 19/09/2025 Date : 19/09/2025 Date : 19/09/2025 277R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) 1 Corporate information R.KManufacturingCompanyPrivateLimited(the"Company")isaprivatecompanydomiciledinIndiaandincorporatedunderprovisionsoftheCompaniesAct.The Companyisprimarilyengagedinbusinessoferecting,installing,operatingandrunningamillforconvertingsteelcoilsandbuying,selling,importing,exporting,or otherwisecarryingactivitiesinvariousform,kindsandgradesofIronandSteelincludingIronandsteelscrap,tubeproducts,andvariousothermetalsandmetalscrap and combination of metals and alloys. at Unit I :103& 104 ,Vichur Main Road, Vichur,Manali New town, Ponneri Taluk, Chennai-600103, Tamil Nadu, India. (Closed on June 2022) and Unit II:at NN5 Sipcot Industrial Growth Centre, Ingur Village, Perundurai, Erode District -638052 Tamil Nadu, India. TheCompanyhasconvertedfromPrivateLimitedCompanytoPublicLimitedCompany,throughaspecialresolutionpassedintheextraordinarygeneralmeetingofthe shareholdersoftheCompanyheldon22December2023.Consequently,thenameoftheCompanyhasbeenchangedfromR.K.SteelManufacturingCompanyPrivate Limited to R.K. Steel Manufacturing Company Limited pursuant to a fresh certificate of incorporation issued by the Registrar of Companies dated January 4, 2024. 2 Basis of preparation (a) Statement of compliance to Ind AS TheRestatedSummaryStatementsoftheCompanycompriseofRestatedSummaryStatementofAssetsandLiabilitiesasatMarch31,2025,March31,2024andMarch31, 2023,theRestatedSummaryStatementofProfitandLoss(includingOtherComprehensiveIncome/Loss),RestatedSummaryStatementofChangesinEquityandthe RestatedSummaryStatementofCashFlowsfortheyearendedMarch31,2025,March31,2024andMarch31,2023 andthesummaryofmaterialaccountingpoliciesand explanatory notes (‘Collectively Restated Summary Statements’); TheRestatedsummarystatementsoftheCompanyhavebeenpreparedinaccordancewithIndianAccountingStandards(IndAS)notifiedundertheCompanies(Indian AccountingStandards)Rules,2015(asamendedfromtimetotime)andpresentationrequirementsofDivisionIIofScheduleIIItotheCompaniesAct,2013,(IndAS compliant Schedule III), as applicable to the Restated summary statements. TheseRestatedSummaryStatementshavebeenpreparedbytheManagementforthepurposeofinclusionintheDraftRedHerringProspectus(‘DRHP’)inconnection with the proposed initial public offering of equity shares of face value of Rs. 10 each of the Company (the “Offer”) in terms of the requirements of : (a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act"); (b)TheSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,issuedbytheSecuritiesandExchangeBoardofIndia ('SEBI') as amended, from time to time in pursuance of the Securities and Exchange Board of India Act, 1992; and (c)TheGuidanceNoteonReportsinCompanyProspectuses(Revised2019)issuedbytheInstituteofCharteredAccountantsofIndia(ICAI)asamended(the“Guidance Note”) The Company's restated Ind AS summary statements were approved for issue in accordance with a resolution of the directors on 19-09-2025 The Restated Summary Statements has been compiled from: (a)Audited IndAS financial statements of the company as at and for the period ended March 31, 2025 (b)AuditedIndASconvergedfinancialstatementsasatandfortheyearendedMarch31,2024and2023whichwaspreparedunderthepreviousgenerallyaccepted accounting principles followed in India (‘Previous GAAP or Indian GAAP’)on whichproforma IND AS adjustments following accounting policies choices (both mandatory exceptions and optional exemptions) has been applied. The Restated summary statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value: • certain financial assets and liabilities measured at fair value / amortised cost; and • defined benefits plans – plan assets measured at fair value TheRestatedsummarystatementsarepresentedinIndianRupees(Rs)andallthevaluesareroundedofftothenearestLakhsuptotwodecimalplaces,unlessotherwise stated. TheserestatedIndASsummarystatementshavebeenpreparedinaccordancewithIndianAccountingStandards("IndAS")asdefinedinRule2(1)(a)oftheCompanies (IndianAccountingStandards)Rules,2015(asamendedfromtimetotime)prescribedunderSection133oftheCompaniesAct,2013("theAct"),andpresentation requirements of Division II of Schedule III of the Act (Ind AS compliant Schedule III), as applicable to the restated Ind AS summary statements. These restated Ind AS summary statements were authorised for issue by the Company's Board of Directors on 19-09-2025 278R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) (b) Changes in accounting policies and disclosures New and amended standards The accounting policies adopted and methods of computation followed are consistent with those of the previous financial year, except for items disclosed below: TheMinistryofCorporateAffairshasnotifiedCompanies(IndianAccountingStandard)AmendmentRules2023dated31March2023toamendthefollowingIndAS which are effective from 01 April 2023. Ind AS 1, Presentation of Financial Statements Anentityshalldisclosematerialaccountingpolicyinformation.Accountingpolicyinformationismaterialif,whenconsideredtogetherwithotherinformationincludedin anentity’sfinancialstatements,itcanreasonablybeexpectedtoinfluencedecisionsthattheprimaryusersofgeneralpurposefinancialstatementsmakeonthebasisof those financial statements Ind AS 8, Accounting policies, Change in Accounting Estimates and Errors Definitionof‘changeinaccountestimate’hasbeenreplacedbyreviseddefinitionof‘accountingestimate’.Asperreviseddefinition,accountingestimatesaremonetary amountsinthefinancialstatementsthataresubjecttomeasurementuncertainty.Anentitydevelopsanaccountingestimatetoachievetheobjectivesetoutbythe accounting policy. Developing accounting estimates involves the use of judgements or assumptions based on the latest available, reliable information. Anentitymayneedtochangeanaccountingestimateifchangesoccurinthecircumstancesonwhichtheaccountingestimatewasbasedorasaresultofnewinformation, new developments or more experience. By its nature, a change in an accounting estimate does not relate to prior periods and is not the correction of an error. Deferred tax related to leases and decommissioning, restoration and similar liabilities IndAS12,IncomeTaxes,exemptanentityfromrecognisingadeferredtaxassetorliabilityinparticularcircumstances.Despitethisexemption,anentityshallrecognisea deferredtaxasset—totheextentthatitisprobablethattaxableprofitwillbeavailableagainstwhichthedeductibletemporarydifferencecanbeutilised—andadeferred tax liability for all deductible and taxable temporary differences associated with (i) right-of-use assets and lease liabilities; and (ii) decommissioning, restoration and similar liabilities and the corresponding amounts recognised as part of the cost of the related asset. Therewerecertainamendmentstostandardsandinterpretationswhichareapplicablefortheyearended31March,2025,buteitherthesamearenotrelevantordonot haveanimpactontherestatedIndASsummarystatementsoftheCompany.TheCompanyhasnotearlyadoptedanystandard,interpretationoramendmentthathas been issued but is not yet effective. (c) Going Concern TheCompanyhasnecessaryresourceswhichwouldenableittomeetitsobligationsasandwhentheyfalldueduringtheforeseeablefuture.Thesefinancialstatements, therefore,donotincludeanyadjustmentsrelatingtorecoverabilityandclassificationofassetortoclassificationandamountofliabilitiesthatmaybenecessaryifthe Company was unable to continue as a going concern. Accordingly, the financial statements have been prepared under the going concern assumption. (d) Functional and presentation currency TheserestatedIndASsummarystatementsarepresentedinIndianRupees(Rs.),whichisthefunctionalcurrencyandthecurrencyoftheprimaryeconomicenvironment in which the Company operates. All amounts are in Indian Rupees lakhs except share data and per share data, unless otherwise stated. 279R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) (e) Basis of measurement The restated Ind AS summary statements have been prepared on the historical cost basis except for the following items: Certain financial assets and liabilities - Fair Value Net defined asset / liability - Fair Value of plan asset less present value of defined benefit obligation (f) Significant accounting judgement, estimates and assumptions InpreparingtheserestatedIndASsummarystatements,managementhasmadejudgements,estimatesandassumptionsthataffecttheapplicationofaccountingpolicies andthereportedamountsofassets,liabilities,incomeandexpenses.Actualresultsmaydifferfromtheseestimates. Estimatesandunderlyingassumptionsarereviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. Judgments, assumptions and estimation uncertainties Informationaboutcriticaljudgmentsmadeinapplyingaccountingpolicies,assumptionandestimationuncertaintiesthathavethemostsignificanteffectsontheamounts recognised in the financial statements is included in: (a) Judgments Judgement is required in determining the lease term of contracts with extension and termination options - Company as a lessee. Judgement required in impairment assessment of financial assets. b) Estimates and assumptions Estimation of the incremental borrowing rate used for accounting of leases - company as a lessee Measurement of useful life of property, plant and equipment. Fair value measurement of financial instruments. Deferred tax - Recognition of deferred tax asset on carried forward losses: availability of future taxable profit against which tax losses carried forward can be used Employee benefits expense, wages and bonus; key actuarial assumptions (g) Measurement of fair values TheCompanymeasuresfinancialinstruments,suchas,investmentinequitysharesatfairvalueateachRestatedIndASSummaryStatementofAssetsandLiabilitiesdate. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: - I n the principal market for the asset or liability, or - I n the absence of a principal market, in the most advantageous market for the asset or liability TheprincipalorthemostadvantageousmarketmustbeaccessiblebytheCompany.Thefairvalueofanassetoraliabilityismeasuredusingtheassumptionsthatmarket participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Afairvaluemeasurementofanon-financialassettakesintoaccountamarketparticipant’sabilitytogenerateeconomicbenefitsbyusingtheassetinitshighestandbest useorbysellingittoanothermarketparticipantthatwouldusetheassetinitshighestandbestuse.TheCompanyusesvaluationtechniquesthatareappropriateinthe circumstancesandforwhichsufficientdataareavailabletomeasurefairvalue,maximisingtheuseofrelevantobservableinputsandminimisingtheuseofunobservable inputs.Allassetsandliabilitiesforwhichfairvalueismeasuredordisclosedinthefinancialstatementsarecategorisedwithinthefairvaluehierarchy,describedas follows, based on the lowest level input that is significant to the fair value measurement as a whole: – Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. –Level2:inputsotherthanquotedpricesincludedinLevel1thatareobservablefortheassetorliability,eitherdirectly(i.e.asprices)orindirectly(i.e.derivedfrom prices). – Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. 280R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) 3 Summary of material accounting policies (a) Current versus non-current classification TheCompanypresentsassetsandliabilitiesintheRestatedIndASSummaryStatementofAssetsandLiabilitiesbasedoncurrent/non-currentclassification.Anassetis treated as current when it is: - Expected to be realised or intended to be sold or consumed in the normal operating cycle. - Held primarily for the purpose of trading - Expected to be realised within twelve months after the reporting period, or - Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is treated as current when : - It is expected to be settled in the normal operating cycle - It is held primarily for the purpose of trading - It is due to be settled within twelve months after the reporting period, or - There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. Theoperatingcycleisthetimebetweentheacquisitionofassetsforprocessingandtheirrealisationincashandcashequivalents.TheCompanyhasidentifiedtwelve months as its operating cycle. (b) Property plant and equipment and Investment property (i) Property plant and equipment UnderthepreviousGAAP(IndianGAAP),all assetswere carriedintheRestated IndASSummaryStatementofAssetsandLiabilitiesatcost,lessaccumulated depreciationandaccumulatedimpairmentlosses,ifany.OntransitiontoInd-AS,theCompanyhaselectedtocontinuewiththecarryingvalueforallofitspropertyand equipmentrecognizedasofApril01,2022(dateoftransitiontoInd-AS)measuredasperthepreviousGAAPandusethatcarryingvalueasitsdeemedcostasatthedate of transition. Property,plantandequipmentisstatedatcost,netofaccumulateddepreciationandaccumulatedimpairmentlosses,ifany.Thecostcomprisespurchaseprice,costof replacingpartoftheplantandequipment,borrowingcostsiftherecognitioncriteriaaremetanddirectlyattributablecostofbringingtheassettoitslocationand conditionnecessaryfortheintendeduse.Anytradediscountsandrebatesaredeductedinarrivingatthepurchaseprice.Whensignificantpartsofplantandequipment arerequiredtobereplacedatintervals,theCompanydepreciatesthemseparatelybasedontheirspecificusefullives.Likewise,whenamajorinspectionisperformed,its costisrecognisedinthecarryingamountoftheplantandequipmentasareplacementiftherecognitioncriteriaaresatisfied.Allotherrepairandmaintenancecostsare recognisedinstatementofprofitandlossasincurred.Thepresentvalueoftheexpectedcostforthedecommissioningofanassetafteritsuseisincludedinthecostofthe respective asset if the recognition criteria for a provision are met. BorrowingcostsdirectlyattributabletoacquisitionorconstructionofthoseProperty,plantandequipmentwhichnecessarilytakeasubstantialperiodoftimetogetready for their intended use are capitalised. Other borrowing costs are expensed as incurred. Anitemofproperty,plantandequipmentandanysignificantpartinitiallyrecognisedisderecognisedupondisposalorwhennofutureeconomicbenefitsareexpected fromitsuseordisposal.Anygainorlossarisingonderecognitionoftheasset(calculatedasthedifferencebetweenthenetdisposalproceedsandthecarryingamountof the asset) is included in the income statement when the asset is derecognised. SubsequentexpenditureiscapitalisedonlyifitisprobablethatthefutureeconomicbenefitsassociatedwiththeexpenditurewillflowtotheCompanyandthecostofthe item can be measured reliably. Property,plantandequipmentunderinstallationorconstructionasattheRestatedIndASSummaryStatementofAssetsandLiabilitiesdateisshownascapitalwork-in- progressandadvancespaidtowardstheacquisitionofproperty,plantandequipmentoutstandingateachRestatedIndASSummaryStatementofAssetsandLiabilities date is classified as capital advance under other Non current assets. Depreciation is calculated on a Written Down Value method over the useful life and in the manner prescribed in Schedule II to the Act. However, where the Management’sestimateoftheremainingusefullifeoftheassetsonareviewsubsequenttothetimeofacquisitionisdifferent,thendepreciationisprovidedoverthe remainingusefullifebasedontherevisedusefullife.Asthenatureanduseofthesolarplantisdistinguishablefromotherplantandmachinery,itisclassifiedasa separateclassofasset.Toreflectthepatterninwhichtheasset’sfutureeconomicbenefitsareexpectedtobeconsumedbytheentity,itisdepreciatedundertheSraight Line method. 281R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) (b) Property plant and equipment and Investment property ( continued) : Pursuant to this policy, Management’s estimates of useful life of the following assets are as follows: Category of assets Useful life estimated by management Building 30 years Leasehold improvements Lease term Plant & Machinery 15 years Furniture and Fixtures 10 years Computers 3 years Office equipment 5 years Solar Plant 25 years Vehicles 8 years Pro-rata depreciation is provided on all Property, plant and equipment purchased or sold during the year. Property,plant&equipmentarede-recognizedwhentheentitytransferscontrolofthesametothebuyer.Furthertheentityalsode-recognisesproperty,plant& equipmentwhentheyarepermanentlywithdrawnfromuseandnofutureeconomicbenefitisexpectedfromtheirdisposal.Thedifferencebetweenthenetdisposal proceeds and the carrying amount of the asset is recognized in profit or loss in the year of de-recognition. Theresidualvalues,usefullivesandmethodsofdepreciationofproperty,plantandequipmentarereviewedateachfinancialyearendandadjustedprospectively,if appropriate. The cost incurred during ongoing capital projects, which are not ready for there intended use are disclosed as capital work in progress. (ii) Investment Property Propertythatisheldforlong-termrentalyieldsorforcapitalappreciationorboth,andthatisnotoccupiedbytheCompany,isclassifiedasinvestmentproperty. Investmentpropertyismeasuredinitiallyatitscost,includingrelatedtransactioncostsandwhereapplicableborrowingcosts.Subsequentexpenditureiscapitalisedtothe asset'scarryingamountonlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththeexpenditurewillflowtotheCompanyandthecostoftheitemcanbe measuredreliably.Allotherrepairsandmaintenancecostsareexpensedwhenincurred.Whenpartofaninvestmentpropertyisreplaced,thecarryingamountofthe replaced part is derecognised. (c) Intangible assets UnderthepreviousGAAP(IndianGAAP),allintangibleassetswerecarriedintheRestatedIndASSummaryStatementofAssetsandLiabilitiesatcost,lessaccumulated amortisationandaccumulatedimpairmentlosses,ifany.OntransitiontoInd-AS,theCompanyhaselectedtocontinuewiththecarryingvalueforallofitsintangible assetsrecognizedasofApril01,2022(dateoftransitiontoInd-AS)measuredasperthepreviousGAAPandusethatcarryingvalueasitsdeemedcostasatthedateof transition. Intangibleassetsacquiredseparatelyaremeasuredoninitialrecognitionatcost.Followinginitialrecognition,intangibleassetsarecarriedatcostlessaccumulated amortization and accumulated impairment losses, if any. Amortization The useful lives of intangible assets are assessed as either finite or indefinite. Intangibleassetswithfinitelivesareamortisedovertheusefuleconomiclifeandassessedforimpairmentwheneverthereisanindicationthattheintangibleassetmaybe impaired.Theamortisationperiodandtheamortisationmethodforanintangibleassetwithafiniteusefullifearereviewedatleastattheendofeachreportingperiod. Changesintheexpectedusefullifeortheexpectedpatternofconsumptionoffutureeconomicbenefitsembodiedintheassetareconsideredtomodifytheamortisation periodormethod,asappropriate,andaretreatedaschangesinaccountingestimates.Theamortisationexpenseonintangibleassetswithfinitelivesisrecognisedinthe statementofprofitandlossunlesssuchexpenditureformspartofcarryingvalueofanotherasset.Gainsorlossesarisingfromderecognitionofanintangibleassetare measuredasthedifferencebetweenthenetdisposalproceedsandthecarryingamountoftheassetandarerecognisedinthestatementofprofitorlosswhentheassetis derecognised.Subsequentexpenditureiscapitalisedonlywhenitincreasesthefutureeconomicbenefitsembodiedinthespecificassettowhichitrelates.Allother expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Cost of intangible assets under development as at the reporting date are disclosed as intangible assets under development. A summary of amortization policies applied to the Company’s intangible assets is as below: Category of assets Useful life estimated by management Computer software 3 years 282R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) (d) Impairment of non-financial assets TheCompanyassesses,ateachreportingdate,whetherthereisanindicationthatanassetmaybeimpaired.Ifanyindicationexists,orwhenannualimpairmenttesting foranassetisrequired,theCompanyestimatestheasset’srecoverableamount.Anasset’srecoverableamountisthehigherofanasset’s fairvaluelesscostsofdisposal anditsvalueinuse.Therecoverableamountisdeterminedforanindividualasset,unlesstheassetdoesnotgeneratecashinflowsthatarelargelyindependentofthose fromotherassetsorCompany'sofassets.Wherethecarryingamountofanassetexceedsitsrecoverableamount,theassetisconsideredimpairedandiswrittendownto its recoverable amount. Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedtotheirpresentvalueusingapre-taxdiscountratethatreflectscurrentmarketassessmentsofthe timevalueofmoneyandtherisksspecifictotheasset.Indeterminingfairvaluelesscostsofdisposal,recentmarkettransactionsaretakenintoaccount.Ifnosuch transactions can be identified, an appropriate valuation model is used. TheCompanybasesitsimpairmentcalculationondetailedbudgetsandforecastcalculations.Thesebudgetsandforecastcalculationsgenerallycoveraperiodoffive years. For longer periods, a long term growth rate is calculated and applied to project future cash flows till perpetuity. Impairment losses of continuing operations are recognised in the statement of profit and loss. Forassetsexcludinggoodwill,anassessmentismadeateachreportingdatetodeterminewhetherthereisanindicationthatpreviouslyrecognisedimpairmentlossesno longerexistorhavedecreased.Ifsuchindicationexists,theCompanyestimatestheasset’srecoverableamount.Apreviouslyrecognisedimpairmentlossisreversedonly iftherehasbeenachangeintheassumptionsusedtodeterminetheasset’srecoverableamountsincethelastimpairmentlosswasrecognised.Thereversalislimitedso thatthecarryingamountoftheassetdoesnotexceeditsrecoverableamount,norexceedthecarryingamountthatwouldhavebeendetermined,netofdepreciation,had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss. (e) Borrowing Costs Borrowingcostsdirectlyattributabletotheacquisition,constructionorproductionofaqualifyingassetthatnecessarilytakesasubstantialperiodoftimetogetreadyfor itsintendeduseorsalearecapitalisedaspartofthecostoftheasset.Allotherborrowingcostsareexpensedintheperiodinwhichtheyoccur.Borrowingcostsconsistof interestandothercoststhatanentityincursinconnectionwiththeborrowingoffunds.Borrowingcostalsoincludesexchangedifferencestotheextentregardedasan adjustment to the borrowing costs. (f) Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Company as a lessee TheCompany,attheinceptionofacontract,assesseswhetherthecontractisaleaseornotlease.Acontractis,orcontains,aleaseifthecontractconveystherightto controltheuseofanidentifiedassetforatimeinexchangeforaconsideration.Toassesswhetheracontractconveystherighttocontroltheuseofanidentifiedasset,the Company assesses whether: (i) the contract involves the use of an identified asset; (ii) the Company has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and (iii) the Company has the right to direct the use of the asset. Right-of-use assets TheCompanyrecognisesright-of-useassetrepresentingitsrighttousetheunderlyingassetfortheleasetermattheleasecommencementdate.Thecostoftherightof-use assetmeasuredatinceptionshallcompriseoftheamountoftheinitialmeasurementoftheleaseliabilityadjustedforanyleasepaymentsmadeatorbeforethe commencementdatelessanyleaseincentivesreceived,plusanyinitialdirectcostsincurredandanestimateofcoststobeincurredbythelesseeindismantlingand removing theunderlying asset or restoring theunderlying asset or site onwhichit islocated.Theright-of-useassets issubsequently measured at cost lessany accumulateddepreciation,accumulatedimpairmentlosses,ifanyandadjustedforanyre-measurementoftheleaseliability.Theright-of-useassetsisdepreciatedusing thestraight-linemethodfromthecommencementdateovertheshorterofleasetermorusefullifeofright-of-useasset.Theestimatedusefullivesofright-of-useassetsare determinedonthesamebasisasthoseofproperty,plantandequipment.Rightof-useassetsaretestedforimpairmentwheneverthereisanyindicationthattheircarrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. TheCompanymeasurestheleaseliabilityatthepresentvalueoftheleasepaymentsthatarenotpaidatthecommencementdateoftheleaseortransitiontoIndAS116 “Leases”,whicheverearlier.Theleasepaymentsarediscountedusingtheinterestrateimplicitinthelease,ifthatratecanbereadilydetermined.Ifthatratecannotbe readilydetermined,theCompanyusesincrementalborrowingrate.Forleaseswithreasonablysimilarcharacteristics,theCompany,onaleasebyleasebasis,mayadopt eithertheincrementalborrowingratespecifictotheleaseortheincrementalborrowingratefortheportfolioasawhole.Theleasepaymentsshallincludefixedpayments, variableleasepayments,residualvalueguarantees,exercisepriceofapurchaseoptionwheretheCompanyisreasonablycertaintoexercisethatoptionandpaymentsof penaltiesforterminatingthelease,iftheleasetermreflectsthelesseeexercisinganoptiontoterminatethelease.Theleaseliabilityissubsequentlyre-measuredby increasingthecarryingamounttoreflectinterestontheleaseliability,reducingthecarryingamounttoreflecttheleasepaymentsmadeandre-measuringthecarrying amounttoreflectanyreassessmentorleasemodificationsortoreflectrevisedin-substancefixedleasepayments.TheCompanyrecognisestheamountofthere- measurementofleaseliabilityduetomodificationasanadjustmenttotheright-of-useassetandstatementofprofitandlossdependinguponthenatureofmodification. Wherethecarryingamountoftheright-of-useassetisreducedtozeroandthereisafurtherreductioninthemeasurementoftheleaseliability,theCompanyrecognises any remaining amount of the re-measurement in statement of profit and loss. LeasepaymentsassociatedwithanyotherleaseswhichfallsoutsidethepurviewofIndAS116,shorttermleasesandleasesforwhichtheunderlyingassetisoflowvalue arechargedtoStatementofProfitandLossonstraightlinebasisovertheleasetermoranothersystematicbasiswhichismorerepresentativeofthepatternofuseof underlying asset. TheCompanyhaselectednottoapplytherequirementsofIndAS116Leasestoshorttermleasesofallassetsthathavealeasetermof12monthsorless,exceptwhereit anticipatesrenewalsandleasesforwhichtheunderlyingassetisoflowvalue.Theleasepaymentsassociatedwiththeseleasesarerecognisedasanexpenseonastraight- line basis over the lease term. Transition to Ind AS 116 The Company accounted for its leases in accordance with Ind AS 116 from the date of initial application. 283R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) (g) Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition and measurement Financialassetsareclassified,atinitialrecognition,assubsequentlymeasuredatamortisedcost,fairvaluethroughothercomprehensiveincome(OCI),andfairvalue through profit or loss. Theclassificationoffinancialassetsatinitialrecognitiondependsonthefinancialasset’scontractualcashflowcharacteristicsandtheCompany’sbusinessmodelfor managingthem.WiththeexceptionoftradereceivablesthatdonotcontainasignificantfinancingcomponentorforwhichtheCompanyhasappliedthepractical expedient,theCompanyinitiallymeasuresafinancialassetatitsfairvalueplus,inthecaseofafinancialassetnotatfairvaluethroughprofitorloss,transactioncosts. TradereceivablesthatdonotcontainasignificantfinancingcomponentorforwhichtheCompanyhasappliedthepracticalexpedientaremeasuredatthetransaction price determined under Ind AS 115. Refer to the accounting policies in section (k) Revenue from contracts with customers. InorderforafinancialassettobeclassifiedandmeasuredatamortisedcostorfairvaluethroughOCI,itneedstogiverisetocashflowsthatare‘solelypaymentsof principalandinterest(SPPI)’ontheprincipalamountoutstanding.ThisassessmentisreferredtoastheSPPItestandisperformedataninstrumentlevel.Financialassets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. TheCompany’sbusinessmodelformanagingfinancialassetsreferstohowitmanagesitsfinancialassetsinordertogeneratecashflows.Thebusinessmodeldetermines whethercashflowswillresultfromcollectingcontractualcashflows,sellingthefinancialassets,orboth.Financialassetsclassifiedandmeasuredatamortisedcostare heldwithinabusinessmodelwiththeobjectivetoholdfinancialassetsinordertocollectcontractualcashflowswhilefinancialassetsclassifiedandmeasuredatfairvalue through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling. Purchasesorsalesoffinancialassetsthatrequiredeliveryofassetswithinatimeframeestablishedbyregulationorconventioninthemarketplace(regularwaytrades)are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset. 284R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) Financial Instruments (Continued) Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: i) Financial assets at amortised cost (debt instruments) ii) Financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and losses (debt instruments) iii) Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments) iv) Financial assets at fair value through profit or loss Financial assets at amortised cost A ‘financial asset’ is measured at the amortised cost if both the following conditions are met: a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and b) 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. ThiscategoryisthemostrelevanttotheCompany.Afterinitialmeasurement,suchfinancialassetsaresubsequentlymeasuredatamortisedcostusingtheeffective interestrate(EIR)method.Amortisedcostiscalculatedbytakingintoaccountanydiscountorpremiumonacquisitionandfeesorcoststhatareanintegralpartofthe EIR.TheEIRamortisationisincludedinfinanceincomeintheprofitorloss.Thelossesarisingfromimpairmentarerecognisedintheprofitorloss.TheCompany’s financial assets at amortised cost includes trade receivables. Financial assets at fair value through profit or loss FinancialassetsatfairvaluethroughprofitorlossarecarriedintheRestatedIndASSummaryStatementofAssetsandLiabilitiesatfairvaluewithnetchangesinfair value recognised in the statement of profit and loss. Derecognition Afinancialasset(or,whereapplicable,apartofafinancialassetorpartofaCompanyofsimilarfinancialassets)isprimarilyderecognised(i.e.removedfromthe Company’s balance sheet) when: i) The rights to receive cash flows from the asset have expired, or ii)TheCompanyhastransferreditsrightstoreceivecashflowsfromtheassetorhasassumedanobligationtopaythereceivedcashflowsinfullwithoutmaterialdelayto athirdpartyundera‘pass-through’arrangement;andeither(a)theCompanyhastransferredsubstantiallyalltherisksandrewardsoftheasset,or(b)theCompanyhas neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. WhentheCompanyhastransferreditsrightstoreceivecashflowsfromanassetorhasenteredintoapass-througharrangement,itevaluatesifandtowhatextentithas retainedtherisksandrewardsofownership.Whenithasneithertransferrednorretainedsubstantiallyalloftherisksandrewardsoftheasset,nortransferredcontrolof theasset,theCompanycontinuestorecognisethetransferredassettotheextentoftheCompany’scontinuinginvolvement.Inthatcase,theCompanyalsorecognisesan associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuinginvolvementthattakestheformofaguaranteeoverthetransferredassetismeasuredattheloweroftheoriginalcarryingamountoftheassetandthe maximum amount of consideration that the Company could be required to repay. Impairment of financial assets TheCompanyrecognisesanallowanceforexpectedcreditlosses(ECLs)foralldebtinstrumentsnotheldatfairvaluethroughprofitorloss.ECLsarebasedonthe differencebetweenthecontractualcashflowsdueinaccordancewiththecontract and all thecash flowsthat thecompany expects to receive,discounted at an approximationoftheoriginaleffectiveinterestrate.Theexpectedcashflowswillincludecashflowsfromthesaleofcollateralheldorothercreditenhancementsthatare integral to the contractual terms. ECLsarerecognisedintwostages.Forcreditexposuresforwhichtherehasnotbeenasignificantincreaseincreditrisksinceinitialrecognition,ECLsareprovidedfor creditlossesthatresultfromdefaulteventsthatarepossiblewithinthenext12-months(a12-monthECL).Forthosecreditexposuresforwhichtherehasbeenasignificant increaseincreditrisksinceinitialrecognition,alossallowanceisrequiredforcreditlossesexpectedovertheremaininglifeoftheexposure,irrespectiveofthetimingof the default (a lifetime ECL). Fortradereceivablesandotherfinancialassets,thecompanyappliesasimplifiedapproachincalculatingECLs.Therefore,thecompanydoesnottrackchangesincredit risk,butinsteadrecognisesalossallowancebasedonlifetimeECLsateachreportingdate.TheCompanyhasestablishedaprovisionmatrixthatisbasedonitshistorical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. TheCompanyconsidersafinancialassetindefaultwhencontractualpaymentsare365dayspastdue.However,incertaincases,theCompanymayalsoconsidera financialassettobeindefaultwheninternalorexternalinformationindicatesthattheCompanyisunlikelytoreceivetheoutstandingcontractualamountsinfullbefore takingintoaccountanycreditenhancementsheldbythecompany.Afinancialassetiswrittenoffwhenthereisnoreasonableexpectationofrecoveringthecontractual cash flows. Ingeneral,theCompanyestablishesanallowanceforimpairmentthatrepresentsitsestimateofexpectedlossesinrespectoftradereceivablesthatisdeterminedtobe predictiveoftheriskofloss(includingbutnotlimitedtopastpaymenthistory,securitybywayofdeposits,externalratings,auditedfinancialstatements,management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement 285R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) Financial liabilities Initial recognition and measurement Financialliabilitiesareclassified,atinitialrecognition,asfinancialliabilitiesatfairvaluethroughprofitorloss,loansandborrowings,payables,orasderivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. TheCompany’sfinancialliabilitiesincludetradeandotherpayables,loansandborrowingsincludingbankoverdrafts,financialguaranteecontractsandderivative financial instruments. Subsequent measurement For purposes of subsequent measurement, financial liabilities are classified in two categories: • Financial liabilities at fair value through profit or loss • Financial liabilities at amortised cost (loans and borrowings) Financial liabilities at fair value through profit or loss Financialliabilitiesatfairvaluethroughprofitorlossincludefinancialliabilitiesheldfortradingandfinancialliabilitiesdesignateduponinitialrecognitionasatfairvalue through profit or loss. Financialliabilitiesareclassifiedasheldfortradingiftheyareincurredforthepurposeofrepurchasinginthenearterm.Thiscategoryalsoincludesderivativefinancial instrumentsenteredintobytheCompanythatarenotdesignatedashedginginstrumentsinhedgerelationshipsasdefinedbyIndAS109.Separatedembedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the profit or loss. Financialliabilitiesdesignateduponinitialrecognitionatfairvaluethroughprofitorlossaredesignatedassuchattheinitialdateofrecognition,andonlyifthecriteriain IndAS109aresatisfied.ForliabilitiesdesignatedasFVTPL,fairvaluegains/lossesattributabletochangesinowncreditriskarerecognizedinOCI.Thesegains/losses arenotsubsequentlytransferredtoP&L.However,thecompanymaytransferthecumulativegainorlosswithinequity.Allotherchangesinfairvalueofsuchliabilityare recognised in the statement of profit and loss. The Company has not designated any financial liability as at fair value through profit or loss. Financial liabilities at amortised cost (Loans and borrowings) ThisisthecategorymostrelevanttotheCompany.Afterinitialrecognition,interest-bearingloansandborrowingsaresubsequentlymeasuredatamortisedcostusingthe EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. AmortisedcostiscalculatedbytakingintoaccountanydiscountorpremiumonacquisitionandfeesorcoststhatareanintegralpartoftheEIR.TheEIRamortisationis included as finance costs in the statement of profit and loss. This category generally applies to borrowings. Financial guarantee contracts FinancialguaranteecontractsissuedbytheCompanyarethosecontractsthatrequireapaymenttobemadetoreimbursetheholderforalossitincursbecausethe specifieddebtorfailstomakeapaymentwhendueinaccordancewiththetermsofadebtinstrument.Financialguaranteecontractsarerecognisedinitiallyasaliabilityat fairvalue,adjustedfortransactioncoststhataredirectlyattributabletotheissuanceoftheguarantee.Subsequently,theliabilityismeasuredatthehigheroftheamountof loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less/cumulative amortisation. Derecognition Afinancialliabilityisderecognisedwhentheobligationundertheliabilityisdischargedorcancelledorexpires.Whenanexistingfinancialliabilityisreplacedbyanother fromthesamelenderonsubstantiallydifferentterms,orthetermsofanexistingliabilityaresubstantiallymodified,suchanexchangeormodificationistreatedasthe derecognitionoftheoriginalliabilityandtherecognitionofanewliability.Thedifferenceintherespectivecarryingamountsisrecognisedinthestatementofprofitand loss. Offsetting of financial instruments FinancialassetsandfinancialliabilitiesareoffsetandthenetamountisreportedintheRestatedIndASSummaryStatementofAssetsandLiabilitiesifthereisacurrently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. 286R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) (h) Revenue recognition RevenueisrecognizedbasedonIndAS115,whichstatesthatrevenueneedstoberecognizedwhenanentitytransfersthecontrolofgoodsandservicestocustomersatan amount that the entity expects to be entitled. Ind AS 115 is based on a five-step model: 1) Identify the contract with the customer 2) Identify the performance obligations 3) Determine the transaction price 4) Allocate the transaction price 5) Recognize revenue when (or as) performance obligations are satisfied Operating Income TheCompanyderivesrevenuesprimarilyfromthesaleofsteelproducts.Revenueisrecognizedwhencontrolofthegoodsistransferredtothecustomer,whichgenerally occursupondeliveryorasperagreementwiththecustomers.Theestimationoftotalproductionorcostsinvolvessignificantjudgmentandisassessedcontinuously throughout the contract period to reflect any changes based on the latest available information. The Company recognises revenue at point in time. Anychangeinscopeorpriceisconsideredasacontractmodification.TheCompanyaccountsforvariableconsiderationslike,volumediscounts,rebatesandpricing incentivestocustomersasreductionofrevenueonasystematicandrationalbasisovertheperiodofthecontract.Revenuesareshownnetofallowances/returns,goods and services tax and applicable discounts and allowances. Interest Income Foralldebtinstrumentsmeasuredatamortisedcost,interestincomeisrecordedusingtheeffectiveinterestrate(EIR).EIRistheratethatexactlydiscountstheestimated futurecashpaymentsorreceiptsovertheexpectedlifeofthefinancialinstrumentorashorterperiod,whereappropriate,tothegrosscarryingamountofthefinancial assetortotheamortisedcostofafinancialliability.Whencalculatingtheeffectiveinterestrate,thecompanyestimatestheexpectedcashflowsbyconsideringallthe contractualtermsofthefinancialinstrument(forexample,prepayment,extension)butdoesnotconsidertheexpectedcreditlosses.Interestincomeisincludedinfinance income in the statement of profit or loss. Interestincomeisrecognizedonatimeproportionbasistakingintoaccounttheamountoutstandingandtheapplicableinterestrate.Interestincomeisincludedunderthe head “finance income” in the statement of profit and loss. Dividend income Dividend income is recognized when the Company’s right to receive dividend is established by the reporting date. Contract balances Trade receivables AreceivablerepresentstheCompany’srighttoanamountofconsiderationthatisunconditional(i.e.,onlythepassageoftimeisrequiredbeforepaymentofthe consideration is due). Advance from Customers AdvancefromCustomersistheobligationtotransfergoodsorservicestoacustomerforwhichtheCompanyhasreceivedconsideration(oranamountofconsiderationis due)fromthecustomer.IfacustomerpaysconsiderationbeforetheCompanytransfersgoodsorservicestothecustomer,acontractliabilityisrecognisedwhenthe payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs its obligation under the contract. (i) Foreign currencies ItemsincludedintherestatedIndASsummarystatementsoftheCompanyaremeasuredusingthecurrencyoftheprimaryeconomicenvironmentinwhichtheentity operates (i.e. the “functionalcurrency”). TheCompany's restated Ind ASsummary statements are presented in Rs.,which is also theCompany's functionaland presentation currency. Transactions and balances Foreigncurrencytransactionsarerecordedoninitialrecognitioninthefunctionalcurrencyusingtheexchangerateprevailingatthedateofthetransaction.However,for practical reasons, the Company uses an average rate if the average approximates the actual rate at the date of the transaction. Monetaryassetsandliabilitiesdenominatedinforeigncurrenciesaretranslatedatthefunctionalcurrencyspotratesofexchangeatthereportingdate.Non-monetary items,whicharemeasuredintermsofhistoricalcostdenominatedinaforeigncurrency,arereportedusingtheexchangerateatthedateofthetransaction.Exchange differencesarisingonthesettlementofmonetaryitemsoronreportingmonetaryitemsofCompanyatratesdifferentfromthoseatwhichtheywereinitiallyrecorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise. 287R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) (j) Retirement and other employee benefits RetirementbenefitintheformofProvidentFundandPensionFundaredefinedcontributionschemes.TheCompanyrecognizescontributionpayabletotheschemesasan expense which is charged to profit & loss, when an employee renders the related service. The Company has no obligation, other than the contribution payable to the fund. TheCompanyoperatesadefinedbenefitplanforitsemployeesforgratuity.Thecostsofprovidingbenefitsunderthisplanisdeterminedonthebasisofactuarial valuation at each year end using the projected unit credit method. Remeasurements,comprisingofactuarialgainsandlosses,excludingamountsincludedinnetinterestonthenetdefinedbenefitliability(excludingamountsincludedin netinterestonthenetdefinedbenefitliability),arerecognisedimmediatelyinthebalancesheetwithacorrespondingdebitorcredittoretainedearningsthroughOCIin the period in which they occur. Remeasurements are not reclassified to the statement of profit and loss in subsequent periods. Past service costs are recognised in the statement of profit or loss on the earlier of: - The date of the plan amendment or curtailment and - The date that the company recognises related restructuring costs Interestiscalculatedbyapplyingthediscountratetothedefinedbenefitliability.TheCompanyrecognisesthefollowingchangesinthedefinedbenefitobligationasan expense in the statement of profit and loss: (i) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and (ii) Interest expense ExpensesinrespectofotherShort-termbenefitsisrecognisedonthebasisoftheamountpaidorpayablefortheperiodforwhichtheservicesarerenderedbythe employees. (k) Taxes Current income tax CurrentincometaxassetsandliabilitiesaremeasuredattheamountexpectedtoberecoveredfromorpaidtothetaxationauthoritiesinaccordancewiththeIncomeTax Act,1961enactedinIndia.Thetaxratesandtaxlawsusedtocomputetheamountsarethosethatareenactedorsubstantivelyenacted,atthereportingdate.Current incometaxrelatingtoitemsrecognisedoutsidethestatementofprofitandlossisrecognisedoutsidethestatementofprofitandloss(eitherinOCIorinequity).Current taxitemsarerecognisedincorrelationtotheunderlyingtransactioneitherinOCIordirectlyinequity.Managementperiodicallyevaluatespositionstakeninthetax returnswithrespecttosituationsinwhichapplicabletaxregulationsaresubjecttointerpretationandconsiderswhetheritisprobablethatataxationauthoritywillaccept anuncertaintaxtreatment.TheCompanyshallreflecttheeffectofuncertaintyforeachuncertaintaxtreatmentbyusingeithermostlikelymethodorexpectedvalue method, depending on which method predicts better resolution of the treatment. Deferred tax Deferredtaxisprovidedusingtheliabilitymethodontemporarydifferencesbetweenthetaxbasesofassetsandliabilitiesandtheircarryingamountsforfinancial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences except: -wheredeferredtaxliabilityarisesfromtheinitialrecognitionofgoodwilloranassetorliabilityinatransactionthatisnotabusinesscombinationand,atthetimeofthe transaction, affects neither the accounting profit nor taxable profit or loss. -Inrespectoftaxabletemporarydifferencesassociatedwithinvestmentsinsubsidiaries,associatesandinterestsinjointventures,whenthetimingofthereversalofthe temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future Deferredtaxassetsarerecognisedforalldeductibletemporarydifferences,thecarryforwardofunusedtaxcreditsandanyunusedtaxlosses.Deferredtaxassetsare recognisedtotheextentthatitisprobablethattaxableprofitwillbeavailableagainstwhichthedeductibletemporarydifferences,andthecarryforwardofunusedtax credits and unused tax losses can be utilised. Thecarryingamountofdeferredtaxassetsisreviewedateachreportingdateandreducedtotheextentthatitisnolongerprobablethatsufficienttaxableprofitwillbe availabletoallowallorpartofthedeferredtaxassettobeutilised.Unrecogniseddeferredtaxassetsarere-assessedateachreportingdateandarerecognisedtotheextent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferredtaxassetsandliabilitiesaremeasuredatthetaxratesthatareexpectedtoapplyintheyearwhentheassetisrealisedortheliabilityissettled,basedontaxrates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferredtaxrelatingtoitemsrecognisedoutsidethestatementofprofitorlossisrecognisedoutsidethestatementofprofitorloss(eitherinOCIorinequity).Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Deferredtaxassetsanddeferredtaxliabilitiesareoffsetifalegallyenforceablerightexiststoset-offcurrenttaxassetsagainstcurrenttaxliabilitiesandthedeferredtaxes relate to the same taxable entity and to the same taxation authority. 288R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure V - Corporate information, Basis of preparation and Summary of material accounting policies (All amounts in Rs. lakhs, except as otherwise stated) (l) Earnings Per Share (EPS) BasicEPSamountsarecalculatedbydividingthenetprofit/(loss)fortheyearattributabletoequityshareholdersbytheweightedaveragenumberofequityshares outstandingduringtheyear.Theweightedaveragenumberofequitysharesoutstandingduringtheyearisadjustedforeventssuchasbonusissue,andbonuselementin a rights issue that have changed the number of equity shares outstanding, without a corresponding change in resources. Forthepurposeofcalculatingdilutedearningspershare,thenetprofit/(loss)fortheyearattributabletoequityshareholdersandtheweightedaveragenumberofshares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Basicearningspershareiscomputedusingtheweightedaveragenumberofequitysharesoutstandingduringtheperiodadjustedfortreasurysharesheld.Diluted earningspershareiscomputedusingtheweighted-averagenumberofequityanddilutiveequivalentsharesoutstandingduringtheperiod,usingthetreasurystock method for options and warrants, except where the results would be antidilutive. (m)Provisions ProvisionsarerecognizedwhentheCompanyhasapresentobligation(legalorconstructive)asaresultofpastevent,itisprobablethatanoutflowofresources embodyingeconomicbenefitswillberequiredtosettletheobligationandareliableestimatecanbemadeoftheamountoftheobligation.WheretheCompanyexpects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit or loss net off any reimbursement. Iftheeffectofthetimevalueofmoneyismaterial,provisionsarediscountedusingacurrentpre-taxratethatreflects,whenappropriate,therisksspecifictotheliability. Whendiscountingisused,theincreaseintheprovisionduetothepassageoftimeisrecognisedasafinancecost.Theseestimatesarereviewedateachreportingdateand adjusted to reflect the current best estimates. Onerous contracts AcontractisconsideredtobeonerouswhentheexpectedeconomicbenefitstobederivedbytheCompanyfromthecontractarelowerthantheunavoidablecostof meetingitsobligationsunderthecontract.Theprovisionforanonerouscontractismeasuredatthepresentvalueoftheloweroftheexpectedcostofterminatingthe contractandtheexpectednetcostofcontinuingwiththecontract.Beforesuchaprovisionismade,theCompanyrecognisesanyimpairmentlossontheassetsassociated with that contract. (n) Contingent liabilities Acontingentliabilityisapossibleobligationthatarisesfrompasteventswhoseexistencewillbeconfirmedbytheoccurrenceornon-occurrenceofoneormoreuncertain futureeventsbeyondthecontrolofthecompanyorapresentobligationthatisnotrecognizedbecauseitisnotprobablethatanoutflowofresourceswillberequiredto settletheobligation.Acontingentliabilityalsoarisesinextremelyrarecaseswherethereisaliabilitythatcannotberecognizedbecauseitcannotbemeasuredreliably. TheCompanydoesnotrecognizeacontingentliabilitybutdisclosesitsexistenceintherestatedIndASsummarystatementsunlessthepossibilityofanoutflowof resources embodying economic benefits is remote. Contingent liabilities and commitments are reviewed by the management at each balance sheet date. (o) Inventories Inventories arevaluedatthelowerofcostandnetrealisablevalue.CostiscomputedonWeightedAverageMethod.Costoffinishedgoods,rawmaterials,stores,scraps andwork-in-progressincludeallcostsofpurchases,conversioncostsandothercostsincurredinbringingtheinventoriestotheirpresentlocationandcondition.Thenet realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sale. (p) Cash and cash equivalents CashandcashequivalentinthebalancesheetcomprisecashatbanksandonhandanddepositsheldatcallwithbankorNBFC,othershort-term,highlyliquid investmentswithoriginalmaturitiesof3monthsorlessthatarereadilyconvertibletoknownamountofcashandwhicharesubjecttotheinsignificantriskofchangesin value. (q) Restated Ind AS Summary Statement of Cash Flows Cashflowsarereportedusingtheindirectmethod,wherebynetprofit/(loss)beforetaxisadjustedfortheeffectsoftransactionsofanon-cashnatureandanydeferralsor accrualsofpastorfuturecashreceiptsorpayments.Thecashflowsfromoperating,investingandfinancingactivitiesoftheCompanyaresegregated.Bankoverdraftsare classified as part of cash and cash equivalent, as they form an integral part of an entity’s cash management. Forthepurposeofthestatementofcashflows,cashandcashequivalentsconsistofcashandshort-termdeposits,asdefinedabove,netofoutstandingbankoverdraftsas they are considered an integral part of the Company’s cash management. 289R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 4 Property, plant and equipment (PPE) Land Buildings Solar plant Plant & Machinery Furnit Fu ir xe t ua rn ed s Computers Office equipment Vehicles Total Cost / deemed cost as on 1st April 2022 - 7 23.25 - 1 ,937.41 1 .87 6 .78 4 .86 4 6.12 2 ,720.29 Additions 69.98 5 8.78 - 2 ,204.08 1 .90 4 .69 4 .58 3 3.08 2 ,377.09 Disposals - ( 38.59) - ( 251.58) ( 0.09) ( 2.25) ( 5.15) ( 297.66) At March 31, 2023 6 9.98 7 43.44 3 ,889.91 3 .68 9 .22 9 .44 7 4.05 4 ,799.72 Additions - 2,884.47 1 38.80 - 1 .05 1.28 24.79 3,050.38 Disposals - - - - - - - ( 10.12) ( 10.12) At March 31, 2024 6 9.98 7 43.44 2 ,884.47 4 ,028.71 3 .68 1 0.27 1 0.72 8 8.72 7 ,839.98 Additions 60.19 3 69.39 - 1 ,786.57 - 2 .35 47.41 60.19 2,326.10 Disposals - - - - - - - ( 40.23) ( 40.23) At March 31, 2025 1 30.17 1 ,112.83 2 ,884.47 5 ,815.28 3 .68 1 2.62 5 8.13 1 08.68 1 0,125.85 Accumulated Depreciation - At April 01, 2022 - - - - - - - - - Charge for the year - 68.01 - 5 53.70 0 .75 4.44 3.21 18.18 6 48.29 Reclassification - - - - - - - - - Disposals - - - - - - - - At March 31, 2023 - 6 8.01 - 5 53.70 0 .75 4 .44 3 .21 1 8.18 6 48.29 Charge for the year - 64.16 85.35 6 16.46 0 .76 3.12 3.01 20.57 7 93.44 Reclassification - - - - - - - - - Disposals - - - - - - - (6.32) ( 6.32) At March 31, 2024 - 1 32.17 8 5.35 1 ,170.16 1 .51 7 .56 6 .22 3 2.43 1 ,435.41 Charge for the year - 72.17 1 11.96 6 58.90 0 .56 2 .75 5 .22 31.45 8 83.01 Reclassification - - - - - - - - - Disposals - - - - - - - ( 37.25) ( 37.25) At March 31, 2025 - 2 04.34 1 97.31 1 ,829.06 2 .07 1 0.31 1 1.44 2 6.63 2 ,281.17 Carrying amount (Net) At April 01, 2022 - 7 23.25 - 1 ,937.41 1 .87 6 .78 4 .86 4 6.12 2 ,720.29 At March 31, 2023 69.98 6 75.43 - 3,336.21 2 .93 4 .78 6 .23 55.87 4,151.43 At March 31, 2024 69.98 6 11.27 2 ,799.12 2,858.55 2 .17 2 .71 4 .50 56.29 6,404.59 At March 31, 2025 130.17 9 08.49 2 ,687.16 3,986.22 1 .61 2 .31 46.69 82.05 7,844.70 Notes: (a) For property, plant and equipment existing as on the date of transition to Ind AS, i.e., April 01, 2022, the Group has used Indian GAAP carrying value as deemed costs: Land Buildings Solar plant Plant & Machinery Furnit Fu ir xe t ua rn ed s Computers Office equipment Vehicles Total Cost - 1,029.65 - 4,164.19 4 .61 33.48 32.22 2 01.64 5 ,465.79 Accumulated depreciation - 3 06.40 - 2 ,226.78 2 .74 2 6.70 2 7.36 1 55.52 2 ,745.50 Net book value as per previous GAAP - 7 23.25 - 1 ,937.41 1 .87 6 .78 4 .86 4 6.12 2 ,720.29 Deemed cost as at April 01, 2022 - 7 23.25 - 1 ,937.41 1 .87 6 .78 4 .86 4 6.12 2 ,720.29 (a) There has been no revaluation of PPE during the year ended March 31, 2025, March 31, 2024 and March 31, 2023. (b) Refer note 56 for details of Property, Plant and Equipment (PPE) pledged as security for borrowings. (c) The company, based on technical assessment made by technical expert and management estimate, depreciates certain items of plant and equipment over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. Depreciation is calculated using "Straight line method" for assets related to Solar Power Plant and using "Written down value method" for other assets. (d) The title deed of the land is held in the name of the Company Except the assets pledged refer Note 57 and 58 e) However, a legal dispute is ongoing with the previous owners from whom the land was acquired. While the Company retains legal ownership, the matter is currently under litigation. Accordingly, the Company has disclosed the same under the contingent liability note to the financial statements 290R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 5Capital work-in progress (CWIP) Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 1,743.89 1 .25 476.01 Additions to CWIP during the year 93.30 4 ,627.11 1.25 Less: Capitalisation from CWIP to PPE (594.37) ( 2,884.47) (476.01) Closing balance 1,242.82 1,743.89 1.25 Capital work-in progress ageing schedule March 31, 2025 Particulars Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 Years More than 3 years Total Projects in progress 93.30 1,149.52 - - 1,242.82 Projects temporarily suspended - - - - - Total 9 3.30 1 ,149.52 - 1 ,242.82 March 31, 2024 Particulars Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 Years More than 3 years Total Projects in progress 1,743.89 - - - 1,743.89 Projects temporarily suspended - - - - - Total 1 ,743.89 - - 1 ,743.89 March 31, 2023 Particulars Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 Years More than 3 years Total Projects in progress 1 .25 - - - 1 .25 Projects temporarily suspended - - - - - Total 1 .25 - - 1 .25 Particulars Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 Years More than 3 years Projects in progress 4 76.01 - - - Projects temporarily suspended - - - - Total 4 76.01 - - Notes: (a) Refer note 43 for contractual commitment for acquisition of Property, Plant and Equipment. (b) As on March 31, 2025, March 31, 2024 and March 31, 2023 there are no capital work-in-progress projects whose completion is overdue or has exceeded the cost, based on original approved plan. 291R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 6Investment property Investmentpropertyispropertyheldeithertoearnrentalincomeorforcapitalappreciationorforboth,butnotforsaleintheordinarycourseofbusiness,useintheproductionorsupplyofgoodsorservicesorforadministrativepurposes.Upon initialrecognition,aninvestmentpropertyismeasuredatcost,includingrelatedtransactioncosts.Subsequenttoinitialrecognition,investmentpropertyismeasuredatcostlessaccumulateddepreciationandaccumulatedimpairmentlosses,ifany. All title deeds of investment properties are held in the name of the Company. Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 110.02 110.02 110.02 Additions during the year - - Less: Sale during the year* ( 73.12) - - Closing balance 36.90 110.02 110.02 * During the financial year, the company sold investment property with a carrying amount of ₹ 73.12 for a consideration of ₹156.90, resulting in a gain of ₹83.78, which has been recognized in the statement of profit and loss under 'Other Income'. The sale was in accordance with the company's strategy to optimize its portfolio of investment properties. Disclosure Requirement Land - Chinnapattu Land -Karani Land - Pichatur (Krishnapuram) Description of Investment Property Agricultural Land - 6.04 acres Agricultural Land - 3.12 acres Agricultural Land - 19.30 acres Location Chittor District, Andhra Pradesh Chittor District, Andhra Pradesh Chittor District, Andhra Pradesh Date of Reclassification April 1, 2022 April 1, 2022 April 1, 2022 Carrying Amount at Transition ₹ 21.09 ₹ 15.81 ₹ 73.12 Fair Value Methodology Guideline Value Guideline Value Guideline Value Accounting Policy Cost Model Cost Model Cost Model Depreciation Method and Useful Life Depreciation not Applicable as unlimited Depreciation not Applicable as unlimited Depreciation not Applicable as unlimited Reclassification Details From PPE to Investment Property From PPE to Investment Property From PPE to Investment Property Restrictions/Obligations None None Sold as on 02-May- 2024 Transition to Ind AS The cost of investment property at 1 April 2022, the Group’s date of transition to Ind AS, was determined with reference to its carrying value recognised as per the previous GAAP (deemed cost), as at the date of transition to Ind AS. Fair value disclosure The fair value of the investment property, as disclosed in the notes, has been determined internally by the management based on available Guideline Values issued by relevant authorities. The valuation has not been carried out by an independent professionally qualified valuer as defined under Ind AS 40 Particulars March 31, 2025 March 31, 2024 March 31, 2023 Land - Chinnapattu 58.01 36.24 36.24 Land - Karani Village 29.93 18.88 18.88 Land - Pichatur - 1 15.80 1 15.80 Fair Value 87.94 170.92 170.92 (This space has been intentionally left blank) 292R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 7 Right of use assets Leasehold Land Total Gross Block At April 01, 2022 5 00.88 5 00.88 Additions - - Disposals/Modification - - At March 31, 2023 500.88 500.88 Additions - - Disposals/Modification - - At March 31, 2024 500.88 500.88 Additions - - Disposals/Modification - - At March 31, 2025 500.88 500.88 Accumulated Amortisation At April 01, 2022 - - Charge for the year 5 .39 5 .39 Disposals/Modification - - At March 31, 2023 5.39 5.39 Charge for the year 5 .39 5 .39 Disposals/Modification - - At March 31, 2024 10.78 10.78 Charge for the year 5 .39 5 .39 Disposals/Modification - - At March 31, 2025 16.17 16.17 Carrying amount (Net) At March 31, 2023 495.49 4 95.49 At March 31, 2024 490.10 4 90.10 At March 31, 2025 484.71 4 84.71 Notes : (a) ROU asset includes leasehold land located at Plot No : NN-5, SIPCOT Industrial growth Centre, Ingur village, Perundurai, Erode. (b) The lease deeds of the underlying assets related to ROU are held in the name of the Company, as the assets are leased and not owned by the Company (c) Refer note 56 for details of ROU assets pledged as security for borrowings. 293R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 8 Other intangible assets Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 6.69 6.43 - Additions during the year 5.25 8.33 6.43 Amortisation during the year (6.88) (8.07) - Closing balance 5.06 6.69 6.43 Gross Block (Cost or Deemed cost) Computer software Total At March 31, 2022 - - Additions 6 .43 6.43 Disposals/Modification - - At March 31, 2023 6.43 6.43 Additions 8.33 8.33 Disposals/Modification - - At March 31, 2024 14.76 14.76 Additions 5.25 5.25 Disposals/Modification - - At March 31, 2025 20.01 20.01 Accumulated Amortisation At March 31, 2022 - - Charge for the year - - Disposals - - At March 31, 2023 - - Charge for the year 8 .07 8.07 Disposals - - At March 31, 2024 8.07 8 .07 Charge for the year 6.88 6.88 Disposals - - At March 31, 2025 14.95 1 4.95 Carrying amount (Net) At March 31, 2023 6.43 6.43 At March 31, 2024 6.69 6.69 At March 31, 2025 5.06 5.06 Notes: Note: There are no intangible assets under development projects whose completion is overdue or has exceeded the cost, based on original approved plan. 294R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 9 Other non-current financial assets March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured considered good unless otherwise stated) Fixed deposit accounts with original maturity of more 3,040.00 - - than 12 Months Margin money deposit with banks 1 20.00 7 44.74 438.45 Security deposits 0.04 0 .04 0.03 3 ,160.04 7 44.78 4 38.48 (a) The 'Margin Money deposit with banks' represents margin money towards bank guarantee and security against the borrowings. 10 Other non-current assets March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured considered good unless otherwise stated) Capital advances 266.36 2 06.00 3,023.59 Deposits with statutory and government authorities 2 85.02 3 04.05 213.79 Vendor deposits 12.45 2 1.48 21.15 Taxes paid under protest 0.49 1 .05 0.89 - - - 5 64.32 5 32.58 3 ,259.42 11 Inventories March 31, 2025 March 31, 2024 March 31, 2023 Raw Materials 14,979.66 8 ,151.13 9,514.91 Finished goods 5,264.50 6 ,016.58 3,263.13 Stores and Consumables 3 22.18 3 49.93 190.56 Rejection and scrap 341.15 1 15.97 29.09 2 0,907.49 1 4,633.61 1 2,997.69 Note (i): Refer note 56 for details of Inventories pledged as security for borrowings. 12 Current Investments March 31, 2025 March 31, 2024 March 31, 2023 Investments at Fair Value through Profit or Loss Investment in equity shares 25.20 - 3 4.59 ( Investment of 1,15,300 equity shares of Rs. 10 each in Surya Dev Alloys And Power Private Limited ) Sold FY 2022-23 (Investment of 14,000 equity shares of Rs. 10 each at Rs. 180/- in Chennai Chettinad Private Products limited in FY 2024-25) 2 5.20 - 3 4.59 Aggregate value of investments Aggregate amount of quoted investments - - - Market value of quoted investments - - - Aggregate amount of unquoted investments 25.20 - 34.59 (This space has been intentionally left blank) 295R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 13 Trade receivables March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured considered good unless otherwise stated) Trade receivables, Considered good 1 6,045.15 9 ,444.51 8,127.68 Trade receivables, Credit impaired - - - 1 6,045.15 9 ,444.51 8 ,127.68 Less: Allowance for doubtful trade receivables 1 45.17 6 .05 0.59 1 5,899.98 9 ,438.46 8 ,127.09 The following table summarises the changes in impairment allowance measured using the expected credit loss model: March 31, 2025 March 31, 2024 March 31, 2023 At the beginning of the year 6.05 0.59 - Provision made during the year 139.12 5.45 0.59 Utilised / reversed during the year - - - At the end of the year 1 45.17 6 .05 0 .59 (a) There are no Trade receivables due from firms or private companies in which any director is a partner, director or a member (b) There are no trade receivables which have significant increase in credit risk. (c) Refer note 56 for details of Trade receivables pledged as security for borrowings. (d) Ageing for trade receivables from the due date of payment for each of the category is as follows: As at March 31, 2025 Outstanding for following periods from due date of payment Particulars Current but not due Less than 6 Months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade Receivables- considered good 1 0,800.41 5 ,038.11 6 1.46 - - - 1 5,899.98 (ii) Undisputed Trade Receivables - which have 143.62 1 .55 145.17 significant increase in credit risk - - - (iii) Undisputed Trade receivable - credit impaired - - - - - - - (iv) Disputed Trade receivables - considered good - - - - - - - (v) Disputed Trade receivables - which have significant increase in credit risk - - - - - - - (vi) Disputed Trade receivables - credit impaired - - - - - - - Total 1 0,800.41 5 ,038.11 6 1.46 1 43.62 1 .55 - 1 6,045.15 As at March 31, 2024 Outstanding for following periods from due date of payment Particulars Current but not due Less than 6 Months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade Receivables- considered good 7 ,193.37 2,063.59 181.50 - - - 9,438.46 (ii) Undisputed Trade Receivables - which have 6.05 significant increase in credit risk - - 6.05 - - (iii) Undisputed Trade receivable - credit impaired - - - - - - - (iv) Disputed Trade receivables - considered good - - - - - - - (v) Disputed Trade receivables - which have significant increase in credit risk - - - - - - - (vi) Disputed Trade receivables - credit impaired - - - - - - - Total 7 ,193.37 2 ,063.59 1 81.50 6 .05 - - 9 ,444.51 As at March 31, 2023 Outstanding for following periods from due date of payment Particulars Current but not due Less than 6 Months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade Receivables- considered good 6,594.11 1,435.20 97.78 - - - 8,127.09 (ii) Undisputed Trade Receivables - which have 0.59 significant increase in credit risk - - - 0 .59 - - (iii) Undisputed Trade receivable - credit impaired - - - - - - - (iv) Disputed Trade receivables - considered good - - - - - - - (v) Disputed Trade receivables - which have significant increase in credit risk - - - - - - - (vi) Disputed Trade receivables - credit impaired - - - - - - - Total 6 ,594.11 1 ,435.20 9 7.78 0 .59 - - 8 ,127.68 296R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 14 Cash and cash equivalents March 31, 2025 March 31, 2024 March 31, 2023 Balances with banks: - in current accounts 0.50 - 0 .00 - deposits with original maturity of less than three months 1 ,500.00 4 ,526.26 400.00 Cash on hand 0.06 0 .28 0.12 1,500.56 4 ,526.54 400.12 Note : As per the IND AS guidance bank deposits more than 3 months were classified under bank balances other than cash and cash equivalents and Other non-current financial assets based on their remaining maturity. So the mentioned amount in IND AS is restated from AS classification of cash and cash equivalent. 15 Bank balances other than cash and cash equivalents March 31, 2025 March 31, 2024 March 31, 2023 Balances with banks - in fixed deposit accounts with original maturity greater than three months and remaining maturity less - 4 0.00 1,712.16 than twelve months - 4 0.00 1 ,712.16 16 Other current financial assets March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured considered good unless otherwise stated) Security deposits 60.85 6 0.85 60.85 Staff advances 23.78 2 3.76 21.54 Rent advances 7.71 4 .99 2.74 Interest accrued - on fixed deposits 56.17 3 8.36 0.22 Other Financial assets 0.43 - - 1 48.94 1 27.96 8 5.35 17 Current tax asset (net) March 31, 2025 March 31, 2024 March 31, 2023 Provisions for Income tax ( 285.54) ( 540.33) - Income tax assets 474.12 7 12.55 - 1 88.58 1 72.22 - 18 Other current assets March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured considered good unless otherwise stated) Advances to suppliers 79.91 3 00.45 3,116.19 Balance with government authorities 1,070.06 7 17.49 698.21 Prepaid expenses 119.50 6 .00 - Other advances 976.26 1 27.36 1.45 2 ,245.73 1 ,151.30 3 ,815.85 (This space has been intentionally left blank) 297R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 19 Share Capital March 31, 2025 March 31, 2024 March 31, 2023 Equity share capital Authorised shares 7,50,00,000 (March 31, 2025 : 7,50,00,000, March 31, 2024 : 2,50,00,000 and March 31, 2023 : 30,00,000 ) Equity Shares of Rs. 10/- each 7,500.00 2,500.00 300.00 Issued, subscribed and fully paid-up shares 4,94,03,130 (March 31, 2025: 4,94,03,130, March 31, 2024: 23,52,530 and March 31, 2023: 23,52,530 4,940.31 235.25 235.25 Equity Shares of Rs. 10/- each Total issued, subscribed and fully paid-up share capital 4,940.31 235.25 235.25 (a)Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year: March 31, 2025 March 31, 2024 No. of shares Rs. In lakhs No. of shares Rs. In lakhs Number of shares outstanding at the beginning of the year 2 ,352,530 2 35.25 2 ,352,530 2 35.25 Add : Bonus Shares issued during the year 47,050,600 4,705.06 - - Number of shares outstanding at the end of the year 4 9,403,130 4,940.31 2 ,352,530 235.25 March 31, 2023 No. of shares Rs. In lakhs Number of shares outstanding at the beginning of the year 2 ,057,530 2 05.75 Add : Right Shares issued during the year 2 95,000 2 9.50 Number of shares outstanding at the end of the year 2 ,352,530 2 35.25 Note:On20thNovember2024,theExtraordinarygeneralmeetingofshareholdersapprovedtheissueof3,29,35,420equitysharesofRs.10eachasbonussharesintheratioof2:1. On30th September2024,theannualgeneralmeetingofshareholdersapprovedtheissueof1,41,15,180equityshares ofRs.10eachasbonussharesintheratioof6:1.On21stMarch2023,thegeneral meeting of shareholders approved the Right issue of 2,95,000 equity shares at a price of INR 10 per share with a premium of Rs. 279. InextraordinarygeneralmeetingofshareholdersapprovedtheincreaseinAuthorisedsharecapitalfromRs.300Lakhs(30,00,000EquitysharesofRs.10each)toRs.2500Lakhs(2,50,00,000 EquitysharesofRs.10each)on28thNovember2023andfromRs.2500Lakhs(2,50,00,000EquitysharesofRs.10each)toRs.7500Lakhs(7,50,00,000EquitysharesofRs.10each)on20th November 2024. (b)The rights, preferences and restrictions attached to equity shares The CompanyhasonlyoneclassofequitysharehavingparvalueofRs10pershare.Eachholderoftheequityshares,asreflectedintherecordsoftheCompanyasofthedateofthe shareholdersmeeting,isentitledtoonevoteinrespectofeachshareheldforallmatterssubmittedtovoteintheshareholdersmeeting.TheCompanydeclaresandpaysdividendsinIndian rupees.ThedividendproposedbytheBoardofDirectorsissubjecttotheapprovaloftheshareholdersintheensuingAnnualGeneralMeeting.Intheeventofliquidationofthe Company, theholdersofequityshareswillbeentitledtoreceiveanyoftheremainingassetsoftheCompanyafterdistributionofallpreferentialamounts.Thedistributionwillbeinproportiontothe number of equity shares held by the shareholders. (c)Shares issued as bonus, shares issued for consideration other than cash and shares bought back during the period of five years preceding the reporting date TheCompanyhasnotmadeanybuybackofsharesfortheperiodof5yearsimmediatelyprecedingtheRestatedIndASSummaryStatementofAssetsandLiabilitiesdate.OnNovember 2024,theextraordinarygeneralmeetingofshareholdersapprovedtheissueof3,29,35,420equitysharesofRs.10eachasbonussharesfromsecuritiespremiumandretainedearnings.On September2024,theannualgeneralmeetingofshareholdersapprovedtheissueof 1,41,15,180equitysharesofRs.10eachaggregatingRs.14,11,51,800asbonussharesfromsecurities premium. The Company has not bought back any shares, nor has it issued any shares for consideration other than cash, except for the issue of bonus shares, since the date of its incorporation. Duringthefinancialyear2022-23,thecompanyissued2,95,000equitySharesunderRightssharesamountingto₹852.55Lakhsoutofwhichthecompanyconvertedborrowingsamountingto ₹216.52Lakhsintoequityshares.Asaresult,theloanliabilitywasderecognized,andcorrespondingequityof₹7.49Lakhsand₹209.03Lakhswererecognizedundersharecapitaland securities premium respectively. (d)Details of shareholders holding more than 5% shares in the Company: March 31, 2025 March 31, 2024 Number of shares % holding in the class Number of shares % holding in the class Equity shares of Rs. 10 each fully paid Mr. Pramod Kumar Bhalotia 18,195,240 36.83% 866,440 36.83% M/s Mayank Marketing Pvt Ltd 16,001,370 32.39% 761,970 32.39% Mr. Abhishek Bhalotia 6,977,670 14.12% 282,270 12.00% Mrs. Beena Bhalotia 5,169,780 10.46% 246,180 10.46% 46,344,060 93.80% 2,156,860 91.68% (d)Details of shareholders holding more than 5% shares in the Company (continued): March 31, 2023 Number of shares % holding in the class Equity shares of Rs. 10 each fully paid Mr. Pramod Kumar Bhalotia 866,440 36.83% M/s Mayank Marketing Pvt Ltd 761,970 32.39% Mr. Abhishek Bhalotia 163,810 6.96% Mrs. Beena Bhalotia 246,180 10.46% Mr. Ratanlal Bhalotia - 0.00% Mr. Fazullah Basha 119,220 5.07% 2,157,620 91.71% 298R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) (e)Details of shareholding by the promoters : As at March 31, 2025 Name No. of shares - Changes No. of shares - End % of Total Shares % change Beginning Equity shares of ₹10 each fully paid up held by: Mr. Pramod Kumar Bhalotia 8 66,440 17,328,800 18,195,240 36.83% 0.00% M/s Mayank Marketing Pvt Ltd 7 61,970 15,239,400 16,001,370 32.39% 0.00% Mr. Abhishek Bhalotia 3 32,270 6,645,400 6,977,670 14.12% 2.13% Mrs. Beena Bhalotia 2 46,180 4,923,600 5,169,780 10.46% 0.00% As at March 31, 2024 Name No. of shares - Changes No. of shares - End % of Total Shares % change Beginning Equity shares of ₹10 each fully paid up held by: Mr. Pramod Kumar Bhalotia 8 66,440 - 866,440 36.83% 0.00% M/s Mayank Marketing Pvt Ltd 7 61,970 - 761,970 32.39% 0.00% Mr. Abhishek Bhalotia 1 63,810 118,460 282,270 12.00% 5.04% Mrs. Beena Bhalotia 2 46,180 - 246,180 10.46% 0.00% As at March 31, 2023 Name No. of shares - Changes No. of shares - End % of Total Shares % change Beginning Equity shares of ₹10 each fully paid up held by: Mr. Pramod Kumar Bhalotia 557,340 309,100 866,440 36.83% 9.74% M/s Mayank Marketing Pvt Ltd 761,970 - 761,970 32.39% (4.64)% Mrs. Beena Bhalotia 135,200 110,980 246,180 10.46% 3.89% Mr. Abhishek Bhalotia 133,400 30,410 163,810 6.96% 0.48% (f) The Company has not reserved for issue under options and there are no contracts/commitments for the sale of any equity shares. 299R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 20 Other equity Reserves and Surplus March 31, 2025 March 31, 2024 March 31, 2023 (a)Securities premium Securities Premium at the beginning of the year 1,846.13 1,846.13 1,023.08 Premium received on issue of shares - - 823.05 Utilised for issue of bonus shares (1,846.13) - - Balance at the end of the year - 1,846.13 1,846.13 (b)Retained earnings At the beginning of the year 8,899.12 6,622.00 4,622.97 Utilized for issue of bonus shares (2,858.93) - - Profit during the year 1 ,090.63 2 ,270.41 1 ,988.15 Re-measurement gain/ (loss) on defined benefit plan (net of tax) ( 2.82) 6 .72 1 0.87 Balance at the end of the year 7,128.00 8,899.12 6,622.00 Total other equity 7,128.00 10,745.25 8,468.13 Other equity Pursuant to the requirements of Division II to Schedule III, below is the nature and purpose of each reserve: 1.Securitiespremium-Amountsreceived(onissueofshares)inexcessoftheparvaluehasbeenclassifiedassecuritiespremium.Thereservecanbeutilizedinaccordancewiththeprovision ofSection52(2)ofCompaniesAct,2013. InSeptember2024,theannualgeneralmeetingofshareholdersapprovedtheissueof 1,41,15,180equitysharesofRs.10eachaggregatingRs. 14,11,51,800asbonussharesfromsecuritiespremiumandInNovember2024,theextraordinarygeneralmeetingofshareholdersapprovedtheissueof3,29,35,420equitysharesofRs.10each as bonus shares from securities premium and from retained earnings. 2.Retainedearnings-Retainedearningsaretheprofits/(loss)thattheGrouphasearned/incurredtilldate,lessanytransferstogeneralreserve,dividendsorotherdistributionspaidto shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. 300R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 21 Non-current financial liabilities March 31, 2025 March 31, 2024 March 31, 2023 Term Loans Secured loans Loan From Banks (Refer note below) 3 ,600.61 5 ,043.79 6 ,219.50 3 ,600.61 5 ,043.79 6 ,219.50 Total Non-current borrowings 3 ,600.61 5 ,043.79 6 ,219.50 Refer note 56 for Additional disclosures 22 Provisions March 31, 2025 March 31, 2024 March 31, 2023 Provision for gratuity - Non Current 119.36 6 3.03 4 7.61 (Refer Note 44) 1 19.36 6 3.03 4 7.61 23 Deferred tax liabilities/(asset) (net) March 31, 2025 March 31, 2024 March 31, 2023 Opening deferred tax (Assets)/Liabilities 2 29.62 ( 16.68) ( 20.08) Income tax effect on Profit & Loss Items 9 1.73 2 44.04 ( 0.25) Income tax effect on OCI items ( 0.95) 2 .26 3 .66 Deferred (asset) /liability during the year 3 20.40 2 29.62 ( 16.68) a) Component of deferred tax assets and liabilities are: Property, Plant and equipment's ( 387.75) ( 250.33) 3 .92 ROU asset ( 1.75) ( 3.11) ( 4.47) Reversal of Allowance for Expected Credit Loss 3 6.53 1 .51 0 .15 Provision for employee benefit expenses - Gratuity 3 2.58 2 2.31 1 7.08 ( 320.40) ( 229.62) 1 6.68 b) Movement in deferred tax liabilities / asset of P&L and OCI: March 31, 2025 March 31, 2024 March 31, 2023 (i) Deferred Tax Liabilities on account of Property, Plant and equipment's 1 37.41 2 54.26 6 .93 ROU asset - - Reversal of Allowance for Expected Credit Loss - - - Provision for employee benefit expenses - P&L - - - Provision for employee benefit expenses - OCI - 2 .26 3 .66 Total deferred tax liabilities (A) 1 37.41 2 56.52 1 0.59 (ii) Deferred Tax Assets on account of Property, Plant and equipment's, ROU asset and other intangible assets - - - ROU asset 1.35 1 .35 1 .36 Provision for Allowance for Expected Credit Loss 3 5.01 1 .37 0 .15 Provision for employee benefit expenses - P&L 9 .32 7 .50 5 .68 Provision for employee benefit expenses - OCI 0 .95 - - Total deferred tax assets (B) 4 6.63 1 0.22 7 .19 Movement in Deferred Tax Liabilities (Net : A-B) 9 0.78 2 46.30 3 .40 c) Tax expense charged to Profit & Loss A/c Particulars March 31, 2025 March 31, 2024 March 31, 2023 Income tax expense 2 85.54 5 40.33 7 25.28 Deferred tax charge / (income) 9 1.73 2 44.04 ( 0.25) Tax expense reported in the statement of profit or loss 3 77.27 7 84.37 7 25.03 d) Tax expense charged to Other Comprehensive Income (OCI) Particulars March 31, 2025 March 31, 2024 March 31, 2023 DeferredTaxExpense/(Credit)onNet(loss)/gainonremeasurementsofdefined ( 0.95) 2 .26 3 .66 benefit plan Tax Expense charged to OCI ( 0.95) 2 .26 3 .66 e) Reconciliation of Income tax charge Particulars March 31, 2025 March 31, 2024 March 31, 2023 Profit before tax 1 ,467.90 3 ,054.78 2 ,713.18 Income tax expense at tax rates applicable 3 69.44 7 68.83 6 82.85 Add/(Less): Tax effects of: Temporary differences for which deferred tax is created 9 1.73 2 44.04 ( 0.25) Other Expenses disallowable under Income Tax Act, 1961 (including items related to IndAS Impacts ) ( 83.90) ( 228.49) 4 2.43 Income tax expense 3 77.27 7 84.37 7 25.03 24 Current Borrowings March 31, 2025 March 31, 2024 March 31, 2023 Secured loans Working capital loan from banks 2 4,254.38 1 8,546.12 1 3,169.26 Working capital loan from NBFC 4,024.22 1 3.20 7 86.51 Current maturities of long-term borrowings 2 ,338.29 2 ,197.28 1 ,446.17 3 0,616.89 2 0,756.60 1 5,401.94 Unsecured loans Loans from related party 3 16.72 5 96.62 0 .19 (Refer Note 41 and note 'a' below) Loan from others - 4 .84 4 .84 Loans from body corporates 5 75.00 7 25.00 7 25.00 Loan from banks - Unsecured - 1 89.24 9 78.18 8 91.72 1 ,515.70 1 ,708.21 3 1,508.61 2 2,272.30 1 7,110.15 **Refer note 57 and 58 for Additional disclosures Note : a) The loan obtained from a related party encompasses the associated interest pertaining to the same. 301R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 25 Trade payables March 31, 2025 March 31, 2024 March 31, 2023 Trade payables - total outstanding dues of micro enterprises and small enterprises 4 5.45 5 8.53 3 6.53 - total outstanding dues of creditors other than micro enterprises and small enterprises 5 ,921.95 6 30.13 2 ,323.55 5 ,967.40 6 88.66 2 ,360.08 a) There were no disputed dues from Micro enterprises and small enterprises and other creditors. b) The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2006 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at balance sheet date has been made in the financial statements based on information received and available with the Company. Further in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier in this regard. c) There are no unbilled and not due trade payables. Hence the same is not disclosed in the below ageing schedule d) Ageing for trade payables from the due date of payment for each of the category mentioned above Date of payment as at March 31, 2025 Particulars Outstanding for following periods from due date of payment Less than 1 year 1-2 years 2-3 years More than 3 years Total (i)Undisputedoutstandingduesofcreditorsotherthanmicroenterprisesand 5,921.95 - - - 5,921.95 small enterprises (ii) Undisputed outstanding dues of creditors micro enterprises and small 45.45 - - - 45.45 enterprises (iii) Disputed dues of micro enterprises and small enterprises - - - - - (iv) Disputed dues of creditors other than micro enterprises and small enterprises - - - - - Total 5,967.40 - - - 5,967.40 Date of payment as at March 31, 2024 Particulars Outstanding for following periods from due date of payment Less than 1 year 1-2 years 2-3 years More than 3 years Total (i)Undisputedoutstandingduesofcreditorsotherthanmicroenterprisesand 628.42 - 1.71 - 630.13 small enterprises (ii) Undisputed outstanding dues of creditors micro enterprises and small 58.53 - - - 58.53 enterprises (iii) Disputed dues of micro enterprises and small enterprises - - - - - (iv) Disputed dues of creditors other than micro enterprises and small enterprises - - - - - Total 686.95 - 1.71 - 688.66 Date of payment as at March 31, 2023 Particulars Outstanding for following periods from due date of payment Less than 1 year 1-2 years 2-3 years More than 3 years Total (i)Undisputedoutstandingduesofcreditorsotherthanmicroenterprisesand 513.43 1.71 1,461.38 347.02 2,323.55 small enterprises (ii) Undisputed outstanding dues of creditors micro enterprises and small 36.53 - - - 36.53 enterprises (iii) Disputed dues of micro enterprises and small enterprises - - - - - (iv) Disputed dues of creditors other than micro enterprises and small enterprises - - - - - Total 549.96 1.71 1,461.38 347.02 2,360.08 e) Terms & Conditions of the above financial liabilities: Trade Payables are non-interest bearing and are normally settled on 30 to 45 day terms. Particulars March 31, 2025 March 31, 2024 March 31, 2023 (a)Theprincipalamountandtheinterestduethereonremainingunpaidtoany (i) Principal 45.35 58.53 36.53 (ii) Interest 0.09 (b)TheamountofinterestpaidbytheCompanyintermsofSection16ofthe - - - Micro,SmallandMediumEnterprisesDevelopmentAct,2006,alongwiththe amountsofthepaymentmadetothesupplierbeyondtheappointeddayduring the year*; (i) Interest - - - (ii) Payment - - - (c)Theamountofinterestdueandpayablefortheperiod(wheretheprincipalhas - - - been paid but interest under the MSMED Act, 2006 not paid) (d) The amount of interest accrued and remaining unpaid at the end of the year. - - - (e)Theamount offurtherinterestremainingdueandpayableeven inthe - - - succeedingyears,untilsuchdatewhentheinterestduesaboveareactuallypaidto thesmallenterprise,forthepurposeofdisallowanceofadeductibleexpenditure undersection23oftheMicro,SmallandMediumEnterprisesDevelopmentAct, 2006. * No interest has been paid by the Company during the year. 302R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 26 Other current financial liabilities March 31, 2025 March 31, 2024 March 31, 2023 Interest accrued but not due on borrowings - - 1 43.50 Accrued employee benefits 8 6.67 5 6.33 5 4.66 Capital creditors 354.44 2 12.74 4 18.04 Payables for expenses 9 5.07 7 7.81 1 14.24 Security deposits from customers 15.00 1 35.66 - 5 51.18 4 82.54 7 30.44 27 Other current liabilities March 31, 2025 March 31, 2024 March 31, 2023 Statutory dues 56.49 4 0.58 2 1.71 Advance received from customers 2 5.48 9 3.58 1 09.56 Advance received for sale of land - 1 56.90 - 8 1.97 2 91.06 1 31.27 28 Current - Provisions March 31, 2025 March 31, 2024 March 31, 2023 Provision for gratuity - Current 10.08 2 5.62 2 0.27 (Refer Note 44) Provision for Expenses 27.11 4 5.62 3 0.87 37.19 71.24 51.14 Provision for Expenses Opening Provision 4 5.62 3 0.87 1 8.00 Provision made during the year 8 1.81 4 5.55 3 0.87 Reversals made during the year ( 100.32) ( 30.80) ( 18.00) Closing provision 2 7.11 4 5.62 3 0.87 29 Current tax liabilities (net) March 31, 2025 March 31, 2024 March 31, 2023 Provisions for Income tax - - 724.84 Income tax assets - - ( 426.36) - - 298.48 303R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 30Revenue from Operations for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Sale of products - Domestic 1 14,779.33 1 02,172.73 8 4,494.11 Sale of products - Export - 4 3.27 2 50.14 Total 1 14,779.33 1 02,216.00 8 4,744.25 (a) Reconciliation of revenue recognised with contract price: Contract price 1 14,825.47 1 02,216.00 8 4,839.91 Adjustments for: Discount & incentives 4 6.14 - 9 5.64 1 14,779.33 1 02,216.00 8 4,744.25 (b) Contract balances Trade receivables 1 6,045.15 9 ,444.51 8 ,127.68 Advance from customers 2 5.48 9 3.58 1 09.56 1 6,070.63 9 ,538.09 8 ,237.24 (c) Performance Obligations AdvancefromCustomersareonaccountoftheupfrontrevenuereceivedfromcustomerforwhichperformanceobligationhasnotyetbeencompleted. AdvancefromCustomersincludeadvancesreceivedforsaleofgoods.Theperformanceobligationissatisfiedwhencontrolofthegoodsorservicesare transferred to the customers based on the contractual terms. Payment terms with customers vary depending upon the contractual terms of each contract. For the year ended 31 For the year ended 31 For the year ended 31 d) Timing of Revenue Recognition Mar 2025 Mar 2024 Mar 2024 - - - Revenue recognised over time Revenue recognised at a point in time 114,825.47 102,216.00 84,744.25 Total Revenue from Contracts with Customers 114,825.47 102,216.00 84,744.25 31Other income for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Income on financial asset carried at fair value through profit or loss Gain on Fair Value Changes in Investments classified at FVTPL - - 1.16 Profit on sale of Equity shares - 0 .49 - Income on financial assets carried at amortised cost Interest income 3 55.66 2 42.64 7 5.97 Other Non - Operating Income Reversal of Allowances for Expected Credit loss - - - Profit from sale of Investment Property 83.78 - - Balances written back 59.11 1 78.50 - Interest on Income tax refund 6.68 - - Profit on sale of fixed asset 4.42 - - Miscellaneous income - - 9 39.38 Gain on foreign currency transactions (net) 81.53 2 09.11 1 09.30 Discounts received 2.10 4 .16 0 .27 Agricultural income - - 4 .90 Duty Drawback 0.43 0 .65 5 .17 5 93.72 6 35.55 1 ,136.15 304R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 32Cost of materials consumed for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Inventories of raw material as at the beginning of the year 8,151.13 9,514.91 4,600.73 Add: Purchases during the year 1 01,959.69 9 2,304.46 8 2,968.01 Less: Inventories of raw material as at the end of the year (14,979.66) (8,151.13) (9,514.91) 95,131.16 93,668.24 78,053.83 33 Purchase of Stock - in - Trade for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Purchases during the year 1 0,715.73 1 ,874.52 - 1 0,715.73 1 ,874.52 - 34Change in inventories for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Inventories at the beginning of the year: (a) Finished goods 6,016.58 3,263.13 3,130.06 (b) Stores and Consumables 349.93 190.56 107.80 (c) Rejection and scrap 115.97 29.09 48.68 (d) Stock in trade - - - 6,482.48 3,482.78 3,286.54 Inventories at the end of the year: (a) Finished goods 5,264.50 6,016.58 3,263.13 (b) Stores and Consumables 322.18 349.93 190.56 (c) Rejection and scrap 341.15 115.97 29.09 (d) Stock in trade - - - 5,927.83 6,482.48 3,482.78 Change in inventories 554.65 (2,999.70) (196.24) 35Employee benefits expense for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Salaries and bonus 8 92.09 7 25.39 6 02.00 (Refer Note 41) Directors' remuneration 78.00 1 01.50 7 0.80 (Refer Note 41) Gratuity expense 37.02 2 9.75 2 2.56 (Refer Note 44) Staff welfare expenses 32.92 2 7.47 1 2.04 Contribution to provident and other funds 1.84 2 .31 1 1.46 1 ,041.86 8 86.42 7 18.86 36Finance costs for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Interest expense - on term loans 1 ,972.94 5 93.33 2 28.22 - on working capital facilities 4 30.66 1 ,372.42 1 ,033.91 Other borrowing costs 63.04 1 27.94 8 4.41 2 ,466.65 2 ,093.69 1 ,346.54 37Depreciation and amortisation expense for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Depreciation of property, plant and equipment (Refer note 4) 8 83.01 7 93.44 6 48.29 Amortisation of intangible assets (Refer note 8) 6.88 8 .07 - Amortisation of right of use assets (Refer note 7) 5.39 5 .39 5 .39 8 95.28 8 06.90 6 53.68 305R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 38 Operating expenses for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Power and fuel 8 89.29 7 95.59 7 42.55 Freight, Loading and Weighment charges 7 88.41 1 ,483.43 7 78.41 Wages 7 12.08 5 86.61 5 52.47 Rent 83.01 7 4.53 6 0.68 (Refer Note 41) Water charges 59.67 51.79 16.24 Operating charges 23.06 7 .40 9 .55 Printing and Stationery 2.98 3 .97 4 .75 Communication 2.51 1 .90 2 .54 Packing charges - 0.66 2.36 2 ,561.01 3 ,005.88 2 ,169.55 39Other expenses for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Commission 67.58 3 8.85 6 9.08 (Refer Note 41) Corporate social responsibility Expenses 54.81 4 5.55 3 0.87 (Refer Note 45) Legal and professional charges 42.83 2 3.33 8 .35 Audit Fees 5.00 4 .30 3 .00 Travelling and conveyance 47.81 3 9.95 3 3.21 Repairs and Maintenance (ii) Plant and machinery 35.02 6 7.84 4 2.47 (i) Building 23.24 8 5.37 7 1.28 (iv) Others 14.10 5 .17 7 .27 (iii) Vehicles 6.67 6 .29 7 .73 Advertisement and sales promotion 27.96 8 6.42 9 8.70 Security services 14.95 1 4.03 1 5.91 Insurance 14.45 1 9.42 1 5.72 Rates and taxes (Refer note below) 36.53 1 1.43 1 1.02 Miscellaneous expenses 3.46 5 .32 2 .66 Subscription 2.78 2 .10 3 .14 Director Sitting Fees 2.50 - - Allowances for Expected Credit Loss 1 39.12 5 .45 0 .59 5 38.81 4 60.82 4 21.00 Payments to the auditor For Statutory Audit and Tax audit 4 .10 4 .30 3 .00 For other services 0 .90 - - For reimbursement of expenses - - - 5 .00 4 .30 3 .00 Note Rates and taxes include ₹27,00,000 towards a demand raised by the Pollution Control Board in respect of a water contamination incident attributed to lapses by the erstwhile contractor. The company has since settled the demand, appointed a new contractor, and further enhanced system capacity to ensure robust operations and prevent recurrence of such incidents 306R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 40 Earnings/(Loss) per share Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit/(loss) attributable to equity holders (after adjusting for savings in interest and dividend expenses, net of taxes) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. The following reflects the income and share data used in the basic and diluted EPS computations: Particulars for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Restated PAT as per P& L Account for Basic and Diluted EPS 1,090.63 2,270.41 1,988.15 Basic EPS and Diluted EPS Weighted Average Number of Equity Shares at the end of the Year / Period (Pre - Bonus Issue) 4 9,403,130 2 ,352,530 2 ,117,734 Weighted Average Number of Equity Shares at the end of the Year / Period (Post - Bonus Issue) 49,403,130 49,403,130 44,472,414 Net Worth 12,068.31 10,980.50 8,703.38 Number of Shares outstanding at the year end - Pre Bonus 49,403,130 2 ,352,530 2,352,530 Number of Shares outstanding at the year end - Post Bonus 49,403,130 49,403,130 49,403,130 Current Assets 40,916.48 30,090.09 27,172.85 Current Liabilities 38,146.35 23,805.81 20,681.56 EBITDA 4,829.82 5,955.37 4,713.40 Basic and Diluted (Rs.) Earnings Per Share (Pre - Bonus Issue) 2.21 4.60 93.88 Earnings Per Share (Post - Bonus Issue) 2.21 4.60 4.47 Net Asset Value Per Equity Share (Rs.) Pre - Bonus 24.43 466.75 369.96 Net Asset Value Per Equity Share (Rs.) Post - Bonus 24.43 22.23 17.62 Return on Net Worth (%) 9.04% 20.68% 22.84% Current Ratio 1.07 1.26 1.31 41 Related party disclosures (A) Related parties where KMP exercise control : M/S Mayank Marketing Pvt Ltd (B) Other related parties as per Ind AS 24 with whom transactions have taken place during the year: Whole Time Director:Mr. Pramod Kumar Bhalotia (w.e.f. 17.04.2006) Mr. Abhishek Bhalotia (w.e.f. 26.09.2016) Mr. Ashwin Satyanarayan Agarwal(30.11.2023 to 08.11.2024) Mrs. Beena Bhalotia (w.e.f 28.08.2024) Mr. Rajesh Kumar Bhalotia (17/4/2006 - 21/01/2022) Mr.S Md.Fazullah Basha(22/10/2012 - 12/9/2022) Mr. Shashank Garg (w.e.f. 30.11.2023 up to 08.11.2024) Key Managerial Personnel:Mr. Sanjay Bhalotia (CFO - w.e.f. 28.08.2024) Ms.Snsatiya Priya (CS -w.e.f 05.09.2024) Relative of KMP:Mr. Priyank Bhalotia Mrs. Kalpana Bhalotia Mrs. Komal Bhalotia Mrs. Dolly Bhalotia Mr. Ramesh Kumar Agarwal (C) Enterprises over which KMP's or their relatives can exercise significant influence Ratanlal Rajesh Kumar Bhalotia HUF KPR Tupes LLP (D) Key Managerial Personnel (KMP): Company Secretary Ms.Snsatiya Priya (w.e.f 05.09.2024) Chief Financial Officer Mr. Sanjay Bhalotia (w.e.f. 28.08.2024) Directors Mr. Pramod Kumar Bhalotia (w.e.f. 17.04.2006) Mr. Abhishek Bhalotia (w.e.f. 26.09.2016) 307R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) Mr. Ashwin Satyanarayan Agarwal(10/01/2024 - 8/11/2024) Mrs. Beena Bhalotia (w.e.f 28.08.2024) Mr.S Md.Fazullah Basha(22/10/2012 - 12/9/2022) Mr. Shashank Garg (w.e.f. 30.11.2023 - 8/11/2024) Mr. Rajesh Kumar Bhalotia (17/4/2006 - 21/01/2022) 308R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 41 Transactions with the related parties during the year ended: (continued) Particulars for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 Sales KPR Tupes LLP - - - Purchases KPR Tupes LLP - - - Interest on Loan Paid Mr. Pramod Kumar Bhalotia - 3.14 24.48 Mr. Rajesh Kumar Bhalotia - - - Mr. Abhishek Bhalotia - 3.36 8.62 S Md.Fazullah Basha - - - Mrs. Beena Bhalotia - 2.11 1.21 Mrs. Dolly Bhalotia - 0.71 4.53 Mr. Ramesh Kumar Agarwal - - - Ratanlal Rajesh Kumar Bhalotia HUF - - - Rent Mr. Pramod Kumar Bhalotia - 3.00 3.00 Mr. Rajesh Kumar Bhalotia - - - Commission Mr. Ramesh Kumar Agarwal - - - Salary, wages and bonus * Mr. Priyank Bhalotia - - - Mrs. Beena Bhalotia 11.25 24.00 26.00 Mrs. Kalpana Bhalotia - - - Mrs. Komal Bhalotia - - - Mrs. Dolly Bhalotia 15.00 24.10 25.85 Mr. Sanjay Bhalotia 7 .64 - - Ms.S.N. Satiya Priya 2 .68 - - Loan received during the year Mr. Abhishek Bhalotia 378.10 536.40 35.92 Mr. Pramod Kumar Bhalotia 109.45 459.60 19.01 Mrs. Beena Bhalotia 9.25 176.88 319.30 Mrs. Dolly Bhalotia 12.00 174.05 78.67 S Md.Fazullah Basha - - 0.74 Mr Priyank Bhalotia - - - Mrs. Kalpana Bhalotia - - - Loan repaid during the year Mr. Abhishek Bhalotia 250.94 131.76 48.89 Mr. Pramod Kumar Bhalotia 152.99 267.63 292.96 Mrs. Beena Bhalotia - 177.00 324.79 Mrs. Dolly Bhalotia 10.00 174.12 2.06 S Md.Fazullah Basha - - 1.41 Mr. Priyank Bhalotia - - - Mrs. Kalpana Bhalotia - - - Mr. Ramesh Kumar Agarwal - - - Mr Rathanlal Bhalotia - - - Conversion of Loan into Equity Shares Mr. Abhishek Bhalotia - - 87.88 Mrs. Dolly Bhalotia - - 128.63 Director Renumeration Mr. Pramod Kumar Bhalotia 36.00 47.50 31.80 Mr. Abhishek Bhalotia 42.00 54.00 39.00 Advances Repaid & Received M/S Mayank Marketing Pvt Ltd - (1.45) 0.13 *The remuneration to the key managerial personnel does not include the provisions made for gratuity and compensated absences, as they are determined on an actuarial basis for the company as a whole. The Company has contributed towards provident fund (EPF) and post-employment benefits (gratuity), which are inclusive of contributions for Key Managerial Personnel (KMP). The gratuity liability has been determined based on an actuarial valuation for the Company as a whole and is not separately available for individual employees. 309R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) Balances receivable from and payable to related parties Particulars March 31, 2025 March 31, 2024 March 31, 2023 Financial assets Non Current Borrowings Mr. Abhishek Bhalotia 315.29 404.64 - Pramod Kumar Bhalotia 0.37 191.97 - Beena Bhalotia 0.26 - 0.12 Dolly Bhalotia 0.80 0.00 0.07 S Md.Fazullah Basha 4.84 4.84 Trade Payables KPR Tubes LLP - - 122.71 Other Advances M/S Mayank Marketing Pvt Ltd - - 1.45 All transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions and within the ordinary course of business. 310R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 42 Contingent Liabilities and Commitments Contingent liabilities: Claims against the Company not acknowledged as debts: March 31, 2025 March 31, 2024 March 31, 2023 TDS default summary 3.77 2.63 1.60 Income Tax demands u/s 143(1)(a) 0.74 0.74 0.74 Good & Service Tax 0.25 - - 4.76 3.37 2.34 ThediscrepanciesinTDSareunderreview,andappropriatecorrectivemeasuresarebeingtaken.Theoutcomeandfinancialimpactofthesediscrepanciesareuncertainand contingent upon the assessment by the Income Tax Department. DemandsdisputedbytheCompanyandappealsfiledagainstthesedisputeddemandsarependingbeforerespectiveappellateauthorities.Outflows,ifany,arisingoutofthese claims would depend on the outcome of the decision of the appellate authorities and the Company’s rights for future appeals. Legal cases Thecompanyiscurrentlyinvolvedinadisputeovertheownershipofland(OrrikottaiandChinnapattuvillage)purchasedingoodfaithfromapreviousowner.Thedispute concernsthetitletotheland,andthecompanyisdefendingitslegalclaim.Theoutcomeofthedisputeisuncertain,andwhilenoprovisionhasbeenmadeatthisstage,the company is disclosing this matter as a contingent liability due to the potential for an adverse outcome, which is.immaterial. Legal counsel is actively managing the matter. 43 Capital commitments and other commitments: March 31, 2025 March 31, 2024 March 31, 2023 Estimated amount of contracts remaining to be executed on capital account and not provided for in the year - - 2883.22 - - 2883.22 IntheyearendedMarch2023thecompanyhadacapitalcommitmentofRs.2883.22whichwascompletedinFY23-24.Therearenocapitalcommitmentorothercommitments for the year ending March 2025 and March 2024. 311R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 44 Employee benefit plan Defined benefit plans TheCompanyhasadefinedbenefitgratuityplanforitsemployees. Underthisplan,everyemployeewhohascompletedatleastfiveyearsofcontinuous servicegetsagratuityondepartureat15daysoflastdrawnsalaryforeachcompletedyearofservice.TheplanisnotfundedbytheCompany.Gratuityisthus paid to the employees on separation in accordance with the provisions of Payment of Gratuity Act, 1972. ThefollowingtablessummarizethecomponentsofnetbenefitexpenserecognizedintheRestatedIndASSummaryStatementofProfitandLossandamounts recognized in the Restated Ind AS Summary Statement of Assets and Liabilities. a) Restated Ind AS Summary Statement of Profit and Loss and other comprehensive for the year ended for the year ended for the year ended income 31 March 2025 31 March 2024 31 March 2023 i) Expense recognized in the Restated Ind AS Summary Statement of Profit and Loss / Retained earnings Current service cost- Profit or Loss 30.61 24.62 18.10 Interest cost on benefit obligation, net - Profit or Loss 6.41 5.13 4.46 Net gratuity cost 37.02 29.75 22.56 ii) Remeasurement recognised in other comprehensive income Actuarial (Gain)/Losses due to Financial Assumption changes in DBO 3.10 1.77 0.04 Actuarial (Gain)/Losses due to Experience on DBO 0.66 (10.75) (14.57) Actuarial (gains) / losses 3.75 (8.98) (14.53) b) Reconciliation of the projected benefit obligations and plan assets Change in projected benefit obligations Defined benefit obligation at the beginning of the year 88.65 67.87 59.84 Current service cost - Profit or Loss 30.61 24.62 18.10 Interest cost 6.41 5.13 4.46 Actuarial (gain)/ loss arising from change in financial assumptions 3.10 1.77 0.04 Actuarial loss/ (gain) on account of experience adjustments 0.66 ( 10.75) ( 14.57) Obligations at the end of the year 1 29.44 88.65 67.87 c) Amount recognised in the balance sheet consists of As at As at As at 31 March 2025 31 March 2024 31 March 2023 Current 10.08 25.62 20.27 Non - Current 1 19.36 63.03 47.61 Plan liability 129.44 88.65 67.87 d) The principal assumptions used in determining gratuity liability for the Company’s plan are shown below: Discount rate 6.84% 7.23% 7.56% Increase in compensation cost 7% 7% 7% Retirement Age 60 years 60 years 60 years Attrition rate 15% 15% 15% 312R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 44 Employee benefit plan (Continued) Sensitivity analysis Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below: 0.5% Increase As at As at As at 31 March 2025 31 March 2024 31 March 2023 Discount rate -5.33% -5.25% -4.84% Future salary growth 4.80% 4.73% 3.95% Attrition rate -0.43% -0.66% -0.70% 0.5% Decrease As at As at As at 31 March 2025 31 March 2024 31 March 2023 Discount rate 6.18% 6.08% 5.50% Future salary growth -4.37% -4.16% -3.67% Attrition rate 0.41% 0.66% 0.71% Theestimatesoffuturesalaryincreases,consideredactuarialvaluation,takesintoaccountinflation,seniority,promotionandotherrelevantfactorssuchas supplyanddemandfactorsintheemploymentmarket.Thesensitivityanalysispresentedabovemaynotberepresentativeoftheactualchangeinthedefined benefitobligationasitisunlikelythatthechangeinassumptionswouldoccurTNisolationofoneanotherassomeoftheassumptionsmaybecorrelated. Furthermore,inpresentingtheabovesensitivityanalysis,thepresentvalueofthedefinedbenefitobligationhasbeencalculatedusingtheprojectedunitcredit methodattheendofthereportingperiodwhichisthesameasthatappliedincalculatingthedefinedbenefitobligationliabilityrecognisedintheRestatedInd AS Summary Statement of Assets and Liabilities. Maturity profile of defined benefit obligation: (discounted) As at As at As at 31 March 2025 31 March 2024 31 March 2023 Within 1 year 10.08 25.62 2 0.27 Between 2 and 5 years 40.62 14.36 1 1.67 Between 6 and 10 years 10.30 18.63 1 5.06 Beyond 10 years 68.44 30.04 2 0.87 Maturity profile of defined benefit obligation: (undiscounted) As at As at As at 31 March 2025 31 March 2024 31 March 2023 Within 1 year 10.39 25.45 2 1.05 Between 2 and 5 years 49.75 17.68 1 4.85 Between 6 and 10 years 16.64 27.49 2 3.27 Beyond 10 years 148.76 89.02 5 8.40 TheaveragedurationofthedefinedbenefitplanobligationattheendofthereportingyearendedMarch2025is11years(March31,2024:11yearsandMarch 31, 2023: 11 years ) d) Risk exposure: Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which is detailed below: Inflation risk: Gratuitypaymentsarebasedonlastdrawnsalaryoftheemployee,increaseininflationwillincreasethefuturesalaryofemployees,thusresultinginincrease in projected benefit obligation. 313R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 45 CSR Expenditure a) TheCompanyhasconstitutedaCSRcommitteeinaccordancewiththeprovisionsoftheCompaniesAct,2013.ThefocusofCSRactivitiesoftheCompanycomprisepromotionof healthcare,education,genderequality,ensuringenvironmentsustainability,trainingforruralsportsandruraldevelopmentobjects.TheamountrequiredtobespenttowardstheCSR activities as per Section 135 and the CSR activities undertaken by the Company is given below: b) The composition of the CSR Committee: The Company has constituted a CSR Committee to fulfil, interalia, its responsibility towards CSR. The composition of the Committee is as follows: Mr. Pramod Kumar Bhalotia and Mr. Abhishek Bhalotia for the year ended for the year ended for the year ended 31 March 2025 31 March 2024 31 March 2023 c) Average net profit of the Company for last three financial years. 2740.27 2277.47 1543.63 d) Prescribed CSR Expenditure (two per cent of the amount of above, to be spent). 54.81 45.55 30.87 e) Details of CSR spent during the financial year (a) Total amount spent for the financial year 54.76 45.57 30.80 (b) Amount unspent, if any; (0.05) 0 .02 (0.07) (c) Manner in which the amount spent during the financial year is detailed below: f) Movement of CSR Provisions As at As at As at Particulars 31 March 2025 31 March 2024 31 March 2023 Opening Provision for the year 0 .05 0 .07 - Add: Provision for the year/Period 54.81 45.55 30.87 Less: Paid during the year (54.76) (45.57) (30.80) Shortfall at the end of the year 0 .10 0 .05 0 .07 S.No Financial Year CSR project or activity Sector in which Projects or programs Amount outlay Amount spent on Cumulative Amount spent Excess identified the project is (Local area and the State (budget) project or the projects or expenditure up to or (Shortage) covered and district) programs wise programs the reporting period 1 2023-24 Promoting of Health care Healthcare Anshika Seva Trust, 30.87 30.80 30.80 (0.07) including preventive Gujarat. health and sanitation. 2 2024-25 Promoting of Education Education Ashirvad Foundation, 45.55 45.57 45.57 0 .02 including special Gujarat. education. 3 2024-25 Promoting of Education Education Ashirvad Foundation, 5 4.81 29.76 5 4.76 ( 0.05) including special Gujarat. education. Providing food items, Education Arya Foundation, Gujarat. 25.00 plantation medical and other social activities. Note: The company had a shortfall in its Corporate Social Responsibility (CSR) spending. The shortage amount of Rs.10,311 as at 31st March 2025 was duly paid and utilized towards eligible activities as per Schedule VII of the Companies Act, 2013. The payment was made within the prescribed time limit, thereby ensuring compliance with CSR provisions. g) AresponsibilitystatementoftheCSRCommitteethattheimplementationandmonitoringofCSRPolicy,isincompliancewithCSRobjectivesandPolicyoftheCompany:Wehereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR objectives and Policy of the Company. 314R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 46 Other Statutory Information (i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. (ii) The Company does not have any transactions with struck off companies. (iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year. (iv) The Company have not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a)directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfofthecompany(UltimateBeneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries (v) The Company has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (vi) The Company has complied with the number of layers of companies, as prescribed under clause (87)of Section 2 of the Act readwith the Companies (Restriction on number of Layers) Rules, 2017. (vii) The Company has not been declared as wilful defaulter by any bank or NBFC or other lender. (viii)TheCompanydoesnothaveanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduring the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). (ix) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period. (x) The Company does not have any scheme of arrangements which has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013. (xi) The amount borrowed from Banks and NBFC have been used for the specific purpose it was taken. (xii) The Company does not have any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the Company 315R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 46 Other Statutory Information cont. (xiv)Thequarterlyreturns/statementsofcurrentassetsfiledbytheCompanywithbanksforborrowingsare consistent with the books of accounts, except for the discrepancies listed below. Closing Stock 2022-23 Reason for Quarter Ending Difference Books of Account Quarterly Return Discrepancy June 10,099.86 10,099.86 - - September 8,881.60 8,881.60 - - December 11,579.12 11,579.12 - - March 12,997.69 12,997.69 - - 2023-24 Reason for Quarter Ending Difference Books of Account Quarterly Return Discrepancy June 10,868.94 10,868.94 - - September 8,881.60 8,881.60 - - December 12,573.21 12,573.21 - - March 14,633.61 14,633.61 - - 2024-25 Reason for Quarter Ending Difference Books of Account Quarterly Return Discrepancy June 15,802.13 15,802.13 - - September 20,907.49 20,907.49 - - December 16,295.20 16,295.20 - - March 20,907.49 20,907.50 - - Book Debts 2022-23 Reason for Quarter Ending Difference Books of Account Quarterly Return Discrepancy June 7,217.33 7,217.33 - - September 8,902.11 8,902.11 - - December 6,899.13 6,899.13 - - March 8,127.68 8,064.76 62.92 Advances adjusted 2023-24 Reason for Quarter Ending Difference Books of Account Quarterly Return Discrepancy June 9,083.86 9,083.86 - - September 9,637.43 9,637.43 - - December 8,861.44 8,861.44 - - March 9,444.51 9,203.11 241.40 Advances adjusted 2024-25 Reason for Quarter Ending Difference Books of Account Quarterly Return Discrepancy June 10,169.72 10,169.72 - - September 9,853.66 9,853.66 - - December 12,027.97 12,027.97 - - March 16,045.15 16,045.15 - - 316R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 47 Disclosure as per Ind AS 101 First-time adoption of Indian Accounting Standards: (a) Overall principle: TheCompanyhaspreparedtheopeningbalancesheetasperIndASasof1stApril,2022(thetransitiondate)byrecognisingallassetsandliabilitieswhoserecognitionis requiredbyIndAS,notrecognisingitemsofassetsorliabilitieswhicharenotpermittedbyIndAS,byreclassifyingitemsfrompreviousGAAPtoIndASasrequiredunder Ind AS, and applying Ind AS in measurement of recognised assets and liabilities However, this principle is subject to certain mandatory exceptions and certain optional exemptions availed by the Company as detailed below: Mandatory exceptions and optional exemptions Classification of Investment: TheCompanyhasdeterminedtheclassificationofdebtinstrumentsintermsofwhethertheymeettheamortisedcostcriteriaortheFVTOCIcriteriabasedonthefactsand circumstances that existed as of the transition date. Deemed cost for property, plant and equipment and intangible assets: TheCompanyhaselectedtocontinuewiththecarryingvalueofallofitsplantandequipment,capitalwork-in-progressandintangibleassetsrecognisedasof1stApril,2022 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date. Determining whether an arrangement contains a lease: TheCompanyhasappliedAppendixCofIndAS17DeterminingwhetheranArrangementcontainsaLeasetodeterminewhetheranarrangementexistingatthetransition date contains a lease on the basis of facts and circumstances existing at that date. Classification and measurement of financial assets: The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS. Derecognition of financial assets and liabilities: TheCompanyhasappliedthederecognitionrequirementsoffinancialassetsandfinancialliabilitiesprospectivelyfortransactionsoccurringonorafter1stApril,2022(the transition date). Impairment of financial assets: The Company has applied the impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognised in order to compare it with the credit risk at the transition date. Further,theCompanyhasnotundertakenanexhaustivesearchforinformationwhendetermining,atthedateoftransitiontoIndASs,whethertherehavebeensignificant increases in credit risk since initial recognition, as permitted by Ind AS 101. (b) First-time Ind AS adoption reconciliations: ThefollowingreconciliationsprovidetheexplanationandqualificationofthedifferencesarisingfromthetransitionfromPreviousGAAPtoIndASinaccordancewithInd AS 101 “First Time Adoption of Indian Accounting Standards”. (a) Reconciliation of total equity as at March 31, 2023 and March 31,2024. (b) Reconciliation of total comprehensive income for the year ended March 31, 2023 and March 31,2024. (c) Reconciliation of statement of cash flows for the year ended March 31, 2023 and March 31,2024. Previous GAAP figures have been reclassified/regrouped wherever necessary to confirm with the financial statements prepared under Ind AS. 317R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 47 Disclosure as per Ind AS 101 First-time adoption of Indian Accounting Standards: (continued) (a) Reconciliation of Equity Particulars March 31, 2024 March 31, 2023 Total Equity as per Previous GAAP 1 1,073.78 8 ,831.70 Re-measurements on transition to Ind AS: TDS liability ( 1.99) (1.60) Security deposit 0 .01 0 .00 Allowance for ECL ( 6.05) (0.59) Employee benefits (38.09) (82.40) ROU asset (43.09) (37.70) Other Comprehensive Income/(loss) 2 3.51 1 4.53 Fair value changes in equity share - (0.49) Exchange Fluctuation ( 6.68) (5.73) Provision for CSR (45.62) (30.87) Tax impact on above adjustments 2 4.72 1 6.54 Total Equity as per Ind AS 10,980.50 8 ,703.38 (b) Reconciliation of Profit & Loss Particulars March 31, 2024 March 31, 2023 Profit/(loss) after tax as per Previous GAAP 2,242.08 2 ,022.07 Re-measurements on transition to Ind AS: Employee benefits 44.32 (22.56) Other Comprehensive Income/(loss) 8.98 14.53 Security deposit 0.00 0.00 ROU asset ( 5.39) (5.39) Allowance for ECL ( 5.45) (0.59) TDS liability ( 0.39) - Fair value changes in equity share 0.49 1.16 Exchange Fluctuation ( 0.95) (4.63) Provision for CSR ( 14.75) (12.87) Tax impact on above adjustments 8.18 7.30 Total Comprehensive Income/(loss) as per Ind AS 2 ,277.13 1 ,999.02 (c) Reconciliation of statement of cash flows Particulars March 31, 2024 March 31, 2023 Net cash generated from/(used in) operating activities Amount as per Previous GAAP 1 0,231.54 3 ,977.94 Effect of transition to Ind AS (7,479.37) (6,296.72) Amount as per Ind AS 2 ,752.16 (2,318.79) Net cash generated from/(used in) investing activities Amount as per Previous GAAP (4,890.07) (1,735.24) Effect of transition to Ind AS 4 ,515.07 (4,403.08) Amount as per Ind AS (375.00) (6,138.32) Net cash generated from/(used in) financing activities Amount as per Previous GAAP (2,672.98) (46.07) Effect of transition to Ind AS 4 ,422.24 8 ,901.85 Amount as per Ind AS 1 ,749.26 8 ,855.78 Net increase/(decrease) in cash and cash equivalents 4 ,126.42 3 98.68 318Notes to the reconciliation between Indian GAAP and Ind AS Lease Accounting (Ind AS 116): Under Previous GAAP, lease rentals were expensed; under Ind AS 116, the Company recognized Right-of-Use assets and corresponding lease liabilities at discounted present value, with security deposit adjustments included in the ROU asset. The net impact was adjusted in retained earnings on transition, with exemptions applied for short-term and low-value leases. Employee Benefits (Ind AS 19): Under Previous GAAP, actuarial gains and losses were recognized in profit or loss; under Ind AS 19, they are recognized in OCI and not reclassified subsequently. Accordingly, the defined benefit liability and related remeasurement adjustments have been restated on transition, with the cumulative impact adjusted in equity. Security Deposit Refundableleasedepositshavebeendiscountedtopresentvalueontransition;thedifferencehasbeenadjustedtotheRight-of-Use asset in accordance with Ind AS 101. Allowance for Bad Debts / Expected Credit Loss (ECL): Under Previous GAAP, provisions for doubtful debts were based on incurred loss and management estimates; under Ind AS 109, receivables are measured using the Expected Credit Loss model, which requires recognition of lifetime ECL. This has resulted in higher provisioning, with the incremental adjustment recognized in retained earnings on transition. Financial Instruments (Ind AS 109): Under Ind AS 109, certain financial assets and liabilities, including security deposits, are measured at amortized cost using the Effective Interest Rate (EIR) method. The difference arising on transition has been adjusted against retained earnings in accordance with Ind AS 101. Deferred Tax (Ind AS 12): Under Ind AS 12, the tax effects of Ind AS transition adjustments have been recognized, resulting in corresponding changes to deferred tax assets and liabilities, with the net impact adjusted in retained earnings. Other Comprehensive Income / (Loss) On transition to Ind AS, items such as remeasurement gains/losses on defined benefit obligations and fair value changes on investmentsdesignatedatFVOCIarerecognizedinOtherComprehensiveIncome(OCI)insteadoftheStatementofProfitandLoss, with the cumulative impact adjusted in equity. TDS Liability On transition to Ind AS, provision for TDS liability on accrued expenses has been recognized, resulting in an increase in current liabilities with a corresponding adjustment to retained earnings. Fair Value Changes: On transition to Ind AS, certain equity investments have been designated at fair value through OCI, with the resulting changes recognized in reserves instead of the Statement of Profit and Loss.Certain investments in equity instruments are measured at fair value through OCI, impacting reserves. Provision for Corporate Social Responsibility ProvisionforCorporateSocialResponsibility(CSR)expensesrelatingtotherespectiveyearhasbeenrecognizedinaccordancewith requirements of Companies Act, resulting in an increase in liabilities with a corresponding adjustment to retained earnings. Exchange Fluctuation Foreign currency monetary items have been restated with exchange differences being recognized in profit or loss. The cumulative impact of such restatement has been adjusted against retained earnings. 31948 Statement of Adjustments to Restated Standalone Financial Statements (a) Reconciliation of changes in equity as per audited INDAS and as per Restated for March 2025 Particulars March 31, 2025 Equity as per audited Ind AS 1 2,068.31 Adjustments - Allowance for Bad Debts - Equity as per Restated Ind AS 1 2,068.31 (b) Reconciliation of changes in total comprehensive income as per audited INDAS and as per Restated for March 2025 Particulars March 31, 2025 Total Comprehensive Income/(loss) as per Audited Ind AS 1 ,087.80 Adjustments - Allowance for Bad Debts - Total Comprehensive Income/(loss) as per Restated Ind AS 1 ,087.80 (This space has been intentionally left blank) 320R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 49 Fair values and hierarchy Accountingclassificationandfairvalueoffinancialinstrumentsisasfollows.TheCompanyusesthefollowinghierarchyfordetermininganddisclosingthefairvalueoffinancialinstrumentsby valuation technique: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – 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 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Similarly, unquoted equity instruments where the most recent information to measure Thefairvalueofthefinancialassetsandliabilitiesisincludedattheamountatwhichtheinstrumentcouldbeexchangedinacurrenttransactionbetweenwillingparties,otherthaninaforcedor liquidation sale. The following methods were used for determining the classification of financial Asset and Financial Liabilities as Amortised cost, FVOCI or FVTPL : - Financial Asset held within Business Model whose objective is to hold in order to collect contractual cash flows. - Contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. -Liabilities that meet the definition of held for trading. Sincethecompanyholdsallfinancialassetswiththebusinessmodeltocollectcontractualcashflowsandnoneofthefinancialliabilitiesareheldfortrading,allfinancialinstrumentsaremeasuredat amortized cost, unless otherwise mentioned. The following table represents the carrying amounts of Company’s financial assets and liabilities as at March 31, 2023, March 31,2024 and March 31,2025: As at March 2025 Fair value through Total Carrrying Particulars Amortised Cost Profit and Loss Value Fair Value Financial Assets Other Financial assets (non-current) 3 ,160.04 - 3 ,160.04 3,160.04 Trade receivables 1 5,899.98 - 1 5,899.98 15,899.98 Cash and cash equivalents 1 ,500.56 - 1 ,500.56 1,500.56 Bank balances other than cash and cash equivalents - - - - Other financial assets (current) 1 48.94 - 1 48.94 148.94 Investments in Equity Shares - 25.20 2 5.20 25.20 Total Financial Assets 2 0,709.52 25.20 2 0,734.72 20,734.72 Financial Liabilities Borrowings (non current) 3 ,600.61 - 3 ,600.61 3,600.61 Borrowings (current) 3 1,508.61 - 3 1,508.61 31,508.61 Trade payables 5 ,967.40 - 5 ,967.40 5,967.40 Other current financial liabilities 5 51.18 - 5 51.18 551.18 Total Financial Liabilities 4 1,627.80 - 4 1,627.80 41,627.80 As at March 2024 Fair value through Total Carrrying Particulars Amortised Cost Profit and Loss Value Fair Value Financial Assets Other Financial assets (non-current) 7 44.78 - 7 44.78 744.78 Trade receivables 9 ,438.46 - 9 ,438.46 9,438.46 Cash and cash equivalents 4 ,526.54 - 4 ,526.54 4,526.54 Bank balances other than cash and cash equivalents 4 0.00 - 4 0.00 40.00 Other financial assets (current) 1 27.96 - 1 27.96 127.96 Investments in Equity Shares - - - - Total Financial Assets 1 4,877.74 - 1 4,877.74 14,877.74 Financial Liabilities Borrowings (non current) 5 ,043.79 - 5 ,043.79 5,043.79 321R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) Borrowings (current) 2 2,272.30 - 2 2,272.30 22,272.30 Trade payables 6 88.66 - 6 88.66 688.66 Other current financial liabilities 4 82.54 - 4 82.54 482.54 Total Financial Liabilities 2 8,487.29 - 2 8,487.29 28,487.29 322R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) As at March 2023 Fair value through Total Carrrying Particulars Amortised Cost Profit and Loss Value Fair Value Financial Assets Other Financial assets (non-current) 4 38.48 - 4 38.48 438.48 Trade receivables 8 ,127.09 - 8 ,127.09 8,127.09 Cash and cash equivalents 4 00.12 - 4 00.12 400.12 Bank balances other than cash and cash equivalents 1 ,712.16 - 1 ,712.16 1,712.16 Other financial assets (current) 8 5.35 - 8 5.35 85.35 Investments in Equity Shares - 34.59 3 4.59 34.59 Total Financial Assets 1 0,763.20 34.59 1 0,797.79 10,797.79 Financial Liabilities Borrowings (non current) 6 ,219.50 - 6 ,219.50 6,219.50 Borrowings (current) 1 7,110.15 - 1 7,110.15 17,110.15 Trade payables 2 ,360.08 - 2 ,360.08 2,360.08 Other current financial liabilities 7 30.44 - 7 30.44 730.44 Total Financial Liabilities 2 6,420.17 - 2 6,420.17 26,420.17 Fair value of financial assets and liabilities through Profit and Loss account (Level 3) As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Carrying value Fair Value Carrying value Fair Value Carrying value Fair Value Financial Assets: Investments in Equity Shares 2 5.20 2 5.20 - - 3 4.59 3 4.59 *The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: The company has used Level 3 Valuation technique for the Investment in Equity shares Valued by a registered valuer. For some, unquoted equity instruments where the most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value. The Company does not have any financial instruments which are measured at FVTOCI or FVTPL other than mentioned above. There have been no transfers among Level 1, Level 2 and Level 3 during the six months as at March 31, 2025, March 31, 2024 and March 31, 2023. TheCompany'smanagementassessedthatfairvalueofcashandcashequivalentsandotherbankbalances,tradereceivables,tradepayablesandotherfinancialassetsandliabilitiesapproximatetheir carrying amounts largely due to the short-term maturities of these instruments. (This space has been intentionally left blank) 323R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 50 Financial risk management The Company’s principal financial liabilities, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, investments, security deposits, trade and other receivables, inter-corporate deposits and cash and cash equivalents that are derived directly from its operations. The Company's activities expose it to market risk, credit risk and liquidity risk. The Company's management oversees the management of these risk and works towards minimizing the potential adverse effects, if any, on its financial performance. A Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk and foreign currency risk. Financial instruments affected by market risk include loans and borrowings, payables, investments and deposits. The sensitivity analysis in the following sections relate to the position as at March 31, 2025, March 31, 2024 and March 31, 2023. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as at March 31, 2025, March 31, 2024 and March 31, 2023. (i) Interest rate risk management Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates in form of Term loans. Interest rate Sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates. The following table provides a break-up of the Company’s floating and fixed rate borrowings: Particulars As at March 31, As at March 31, As at March 31, 2025 2024 2023 Long term debts from Banks and NBFC 3,600.61 5,043.79 6,219.50 Current Maturities of long term debts 2,338.29 2,197.28 1,446.17 Unsecured Loan - From Bank - 189.24 978.18 - From Related parties and others 316.72 596.62 0.19 - From Body Corporates 575.00 725.00 725.00 Loan from others - 4.84 4.84 Working Capital Loans from Banks 24,254.38 18,546.12 13,169.26 Working Capital Loans from NBFC 4,024.22 13.20 786.51 Total of the above borrowings bearing fixed rate of interest 4,422.07 1,383.19 765.26 Total of the above borrowings bearing variable rate of interest 30,687.15 25,932.90 22,564.39 % of Borrowings out of above bearing variable rate of interest 87.40% 94.94% 96.72% Ifinterestrateshadbeen100basispointshigherorlower,withallothervariablesheldconstant,theCompany’sprofitaftertaxwouldhavedecreasedorincreased, respectively. These effects are primarily attributable to the Company’s exposure to variable rate borrowings and are summarized in the table below. Change Impact on Profit After Risk Type 2025 2024 2023 Assumed Tax / Loss (₹ Lakhs) +100 bps Decrease 229.63 194.06 168.85 Interest Rate Risk (Variable borrowings) -100 bps Increase 229.63 194.06 168.85 (ii) Foreign currency risk management 324R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) Foreigncurrencyriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinforeignexchangerates.Thefollowing table shows foreign currency exposures in USD on financial instruments at the end of the reporting period. Particulars of unhedged foreign currency exposure as at the reporting date: (in Rs.) Particulars As at 31.03.2025 As at 31.03.2024 As at 31.03.2023 Foreign Amount Foreign Amount Foreign Amount currency currency currency Trade receivables (USD) - - - - - - Advances from Customers (USD) - - $ 79,497.62 ₹ 6 ,628,511.56 $ 7 9,497.62 ₹ 6 ,533,114.41 Foreign currency risk sensitivity Thesensitivityofpre-taxprofitorlosstochangesinexchangeratesarisesmainlyfromforeigncurrencydenominatedassetandthesensitivitytoareasonablypossible change in USD exchange rates, with all other variables held constant is as below: A1%depreciationoftheINRagainsttheUSDwoulddecreasetheprofitaftertaxanda1%appreciationoftheINRagainsttheUSDwouldincreasetheprofitaftertaxby the same amounts. The effects of these sensitivities are summarized in the table below. Change Impact on Profit After Risk Type 2025 2024 2023 Assumed Tax / Loss Foreign Currency Risk INR depreciates Decrease - 0.496 0.489 (USD exposure) 1% INR appreciates Increase - 0.496 0.489 1% The company does not have any unhedged foreign currency exposure except for those disclosed above. The foreign currency risk sensitivity is based on the closing balance of trade receivables and advance from customers in foreign currency. 325R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) Financial risk management (Continued) B. Credit risk Creditriskistheriskthatthecounterpartywillnotmeetitsobligationunderafinancialinstrumentorcustomercontract,leadingtofinancialloss.Thecreditriskarises principally from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and NBFC and other financial instruments. (i) Trade receivables: TheCompanyestablishesanallowanceforimpairmentthatrepresentsitsestimateofexpectedlossesinrespectoftradereceivablesthatisdeterminedtobepredictiveof theriskofloss(includingbutnotlimitedtopastpaymenthistory,securitybywayofdeposits,externalratings,auditedfinancialstatements,managementaccountsand cashflowprojectionsandavailablepressinformationaboutcustomers)andapplyingexperiencedcreditjudgement..Themaximumexposuretocreditriskasatreporting dateisprimarilyfromtradereceivablesamountingtoMarch31,2025:Rs.145.17Lakhs,March31,2024:Rs.6.04LakhsandMarch31,2023:Rs.0.59lakhs.Themovement in allowance for impairment in respect of trade receivables during the year was as follows: As at March 31, As at March 31, As at March 31, 2025 2024 2023 Opening balance 6.05 0.59 - Reversed during the year 139.12 5.45 0.59 Provision during the year - - - Closing balance 145.17 6.04 0.59 TheCompanyestablishesanallowanceaccountforimpairment,whichrepresentsitsestimateoflossesinrespectoftradeandotherreceivables.Theallowanceaccountis used to provide for impairment losses. Subsequently, when the Company is satisfied that recovery of such losses is not possible, the financial asset is considered irrecoverable, and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset. (ii) Security deposit: Thereisnosignificantconcentrationofcreditriskandnosinglevendoraccountedformorethan10%ofthetotaldepositsasofMarch31,2025,March31,2024andMarch 31, 2023. (iv) Other financial assets: TheCompanyholdsMarginmoneyofMarch31,2025:Rs.120lakhsMarch31,2024: Rs.744.74lakhsandMarch31,2023:Rs.438.45lakhs.Thefixeddepositswithbankin March31,2025:Rs.4540Lakhs:March31,2024:Rs.4566.26lakhsandMarch31,2023:Rs.2112.16lakhs. Thecashandcashequivalentsandfixeddepositswithbankare mainlyheldwithscheduledbankswhicharehighlyregulated.TheCompanyconsidersthatitscashandcashequivalentsandfixeddepositswithbankhavelowcredit risk based on the external credit ratings of counterparties. 326R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) Financial risk management (Continued) C. Liquidity risk LiquidityriskistheriskthattheCompanywillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthataresettledbydeliveringcashor anotherfinancialasset.TheCompany’sapproachtomanagingliquidityistoensure,asfaraspossible,thatitwillhavesufficientliquiditytomeetitsliabilitieswhenthey are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The table below summarises the maturity profile of the Company’s financial liabilities based on undiscounted contractual payments: Contractual cash flows Particulars Carrying value Less than 1 More than 5 1 year to 5 years Total year years As at March 31, 2025 Borrowings - Non current 3 ,600.61 - 3 ,600.61 - 3,600.61 Borrowings - Current 3 1,508.61 3 1,508.61 - - 31,508.61 Trade payables 5 ,967.40 5 ,967.40 - - 5,967.40 Other current financial liabilities 5 51.18 5 51.18 - - 551.18 4 1,627.80 3 8,027.19 3 ,600.61 - 4 1,627.80 As at March 31, 2024 Borrowings - Non current 5,043.79 - 5 ,043.79 - 5,043.79 Borrowings - Current 22,272.30 22,272.30 - - 22,272.30 Trade payables 688.66 686.95 1.71 - 688.66 Other current financial liabilities 482.54 482.54 - - 482.54 2 8,487.29 2 3,441.79 5 ,045.50 - 2 8,487.29 As at March 31, 2023 Borrowings - Non current 6 ,219.50 - 6 ,219.50 - 6,219.50 Borrowings - Current 1 7,110.15 17,110.15 - 17,110.15 Trade payables 2 ,360.08 549.96 1,808.40 - 2,358.36 Other current financial liabilities 7 30.44 730.44 - - 730.44 2 6,420.16 1 8,390.55 8 ,027.90 - 2 6,418.45 51Capital management For the purpose of the Company's capital management, capital includes issued capital, securities premium and all other equity reserves. The primary objective of Company’s capital management is to ensure that it maintains an optimum financing structure and healthy returns in order to support its business and maximize shareholder value. As at March 31, As at March 31, As at March 31, 2025 2024 2023 Borrowings (including current maturities) 35,109.22 27,316.09 23,329.65 Less: Cash and cash equivalents 1500.56 4526.54 400.12 Net debt (A) 33,608.66 22,789.55 22,929.53 Total equity attributable to the owners of the Company 12068.31 10980.50 8703.38 Total capital (B) 12,068.31 10,980.50 8,703.38 Capital and net debt (C = A+B) 45,676.96 33,770.06 31,632.91 Gearing ratio (D = A / B) 2.78 2.08 2.63 327R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 52 Capitalisation Statement as at March 31, 2025 Particulars Pre-Issue as As adjusted for on March the Issue* 31,2025 Borrowings Current Borrowings (A) 29,170.32 - Non-Current Borrowings including current maturities (B) 5,938.90 - Total Borrowings (C = A+B) 35,109.22 - Shareholders’ funds Equity Share Capital (D) 4,940.31 - Other Equity (E) 7,128.00 - Total Equity (F = D+E) 12,068.31 - Non-Current Borrowings / Total Equity (G = B / F) 0.49 - Total Borrowings / Total Equity (H = C / F) 2.91 - Notes: * Will be determined upon completion of the offer. Changes in the share capital of our company since March 31, 2025 is set out below. Equity Share Particulars Equity Shares Capital As at March 31, 2025 49,403,130 4,940 Equity Shares allotted after 31 March 2025 - - Equity Capital as on [the date of signing] 49,403,130 4,940 53 Segment information: TheCompanyisprimarilyengagedinthebusinessoferecting,installing,operatingandrunningamillforconvertingsteelcoilsandbuying,selling,importing,exporting, orotherwisecarryingactivitiesinvariousform,kindsandgradesofIronandSteelincludingIronandsteelscrap,tubeproducts,andvariousothermetalsandmetalscrap andcombinationofmetalsandalloyswhichfallswithinasinglereportablesegmentasthemanagementoftheCompanyviewstheentirebusinessactivitiesasSteel manufacturing.Accordingly,therearenoadditionaldisclosurestobefurnishedinaccordancewiththerequirementsofIndAS108-OperatingSegmentswithrespectto single reportable segment. Further, the operations of the Company are majorly domiciled in India and therefore there are no reportable geographical segment. Reconciliation of movements of liabilities to cash flows arising from financing activities: 54 Opening balance Cash flows Non cash Closing movement balance April 1, 2024 Proceeds Repayments Fair value March 31, 2025 changes Loans 27,316.07 1 7,555.68 ( 9,762.52) - 3 5,109.23 Opening balance Cash flows Non cash Closing movement balance April 1, 2023 Proceeds Repayments Fair value March 31, 2024 changes Loans 23,329.62 2 1,775.57 ( 17,789.12) - 2 7,316.07 Opening balance Cash flows Non cash Closing movement balance April 1, 2022 Proceeds Repayments Fair value March 31, 2023 changes Loans 1 3,906.83 2 3,372.22 ( 13,949.43) - 2 3,329.62 328R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 55 Ratio Analysis and its elements i) Current ratio The current ratio is used to assess a company's short term liquidity. It is calculated by dividing the current assets by current liabilities. ii) Debt-equity ratio “Net Debt” is defined as aggregate of non-current borrowings and current maturities of long term-borrowings less cash and cash equivalents and total equity includes issued capital and all other equity reserves. iii) Debt service coverage ratio TheDebtServiceCoverageRatio(DSCR)measurestheabilityofacompanytouseitsoperatingincometorepayallitsdebtobligations,includingrepaymentofprincipalandinterestonbothshort-termandlong-termdebt.Itis calculated by dividing net operating income by the total debt service (Interest and principal). iv) Return on equity ratio Equal to profit for the year divided by the equity during that period, and is expressed as a percentage. v) Inventory turnover ratio Inventoryturnoverindicatestherateatwhichacompanysellsandreplacesitsstockofgoodsduringaparticularperiod.Theinventoryturnoverratioformulaisthecostofgoodssolddividedbytheaverageinventoryforthesame period. vi) Trade receivables turnover ratio Accounts receivable turnover ratio is calculated by dividing your net credit sales by your average accounts receivable. The ratio is used to measure how effective a company is at extending credits and collecting debts. vii) Trade payables turnover ratio This ratio is used to measure the number of times the business is paying off its creditors or suppliers in an accounting period. It is computed by dividing the net credit purchases by average accounts payable. viii) Net capital turnover ratio It is calculated by dividing annual sales by average stockholder equity (net worth). The ratio indicates how much a company could grow its current capital investment level. ix) Net profit ratio The net profit percentage is the ratio of after-tax profits to net sales. It reveals the remaining profit after all costs of production, administration, and financing have been deducted from sales, and income taxes recognized x) Return on capital employed Return on Capital Employed is calculated by dividing our EBIT during a given period by Capital Employed (tangible net worth, total debt, deferred tax liability) during that period. xi) Return on investment Returnoninvestment(ROI)isaperformancemeasureusedtoevaluatetheefficiencyorprofitabilityofaninvestmentorcomparetheefficiencyofanumberofdifferentinvestments.TocalculateROI,thebenefit(orreturn)ofan investment is divided by the cost of the investment. Ratio Numerator Denominator As at March 31, As at March 31, As at March 31, % change % change Reason for 2025 2024 2023 FY 2024-2025 FY 2023-2024 variance i) Current ratio Current assets Current Liabilities refer note (i) 1.07 1.26 1.31 (15.14)% (3.80)% below ii) Debt-equity ratio Total debt Shareholder’s Equity refer note (ii) 2.91 2.49 2.68 16.94% (7.19)% below iii) Debt service coverage ratio Earnings available for debt service= Net Debt service = Interest & Lease Profit after tax+ Non cash operating Payments + Principal Repayments refer note (iii) 0.36 0.26 0.26 39.86% (0.26)% expenses+ Interest + Other adjustments like below loss on sale of fixed assets, etc iv) Return on equity ratio Net Profit after tax Average Shareholder’s Equity refer note (iv) 9% 23% 27% (58.98)% (15.56)% below v) Inventory turnover ratio Cost of Goods sold = opening inventory + Average Inventory refer note (v) 5.99 6.70 7.46 (10.61)% (10.16)% purchases - closing inventory below vi) Trade receivables turnover ratio Net credit Sales = Revenue from operations Average Trade Receivables refer note (vi) 2.26 2.91 2.46 (22.16)% 18.25% below vii) Trade payables turnover ratio Net credit purchases Average Trade Payables refer note (vii) 34.72 64.02 32.91 (45.77)% 94.49% below viii) Net capital turnover ratio Net credit Sales = Revenue from operations Working capital refer note (viii) 41.43 16.27 13.06 154.74% 24.59% below ix) Net profit ratio % Net Profit after tax Net sales refer note (ix) 0.95% 2.22% 2.35% (57.22)% (5.32)% below x) Return on capital employed % Earnings before interest and taxes Capital Employed refer note (x) 8.28% 13.37% 12.68% (38.02)% 5.39% below xi) Return on investment % Interest income on deposits + Profit on Sale Average I nvestment refer note (xi) 97.36% 0.39% 0.00% 25024.73% 100.00% of Investments below * Explanation given for change in the ratios as compared to the preceding year. **Based on the requirements of Schedule III Notes: For FY 2024-2025 i) The decline reflects lower liquidity, driven by higher current liabilities and reduced current assets like cash and receivables. ii) The increase indicates greater financial leverage due to higher debt levels and a decrease in shareholders’ equity. iii) A sharp drop suggests reduced capacity to meet debt obligations, caused by lower earnings available for debt service. iv) The fall indicates reduced shareholder profitability due to a decrease in net profits after tax. v) The decrease points to slower inventory movement, likely from higher average inventory or lower cost of goods sold. vi) This decline signals slower collection of receivables caused by decreased net credit sales and higher average receivables. vii) The decline indicates slower payments to suppliers, driven by lower net credit purchases or higher average trade payables. viii) The sharp increase reflects more efficient use of working capital due to higher sales and reduced working capital. ix) Lower profitability is due to a decline in net profit relative to sales. x) The reduction shows lower operational efficiency from decreased EBIT and increased capital employed. xi) This increase reflects sale of investments leading to higher returns. Notes: For FY 2023-2024 (i) Slight decline in liquidity, possibly due to higher current liabilities or lower current assets like cash and receivables. (ii) Decrease due to reduction in debt or increase in equity (iii) There is no variance as compared to previous year. (iv) Profitability dropped due to decline in net profits after tax. (v) Slower inventory movement, likely from buildup in stock or decline in sales. (vi) Efficiency improved; faster collection of receivables or better sales realization. (vii) Increase due to higher credit purchases or lower average trade payables. (viii) Indicates better use of working capital to generate revenue. Efficiency improved. (ix) Profitability slightly down; margins shrunk, likely due to cost pressure or reduced pricing power. (x) Increase shows better efficiency in using capital to generate profits. (xi)Investment made during the year, there is no comparatives. 329R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 56Details of Secured Term Loan 52-raM-13 42-raM-13 32-raM-13 52-raM-13 42-raM-13 32-raM-13 Amount outstanding Rate of Sanction Particulars Redemption terms Security Interest Amount (i) Term loan from banks ThesanctionedloanamountisRs.1000lakhs.Exclusivechargebyhypothecationofallthestockintradebothpresentand futureconsistingofrawmaterials,finishedgoods,goodsinprocessofmanufacturingandanyothergoods,movableassets ormerchandise.Exclusivechargebyhypothecationofallthebookdebts,amountsoutstanding,moniesreceivable,claims 7.65% Monthly payment of interest accrued and andbills.Exclusivechargebyhypothecationofalltheplantandmachinerybothpresentandfutureconsistingofplantand HDFC BankTerm Loan 353.32 554.88 750.00 Linked to 1 QuarterlyrepaymentofprincipalRs50,00,000. 20 9 11 15 1,000.00 year MCLR (Starting from 29/12/2021 till 23/12/2026) machinery,beingmovableproperties.ExclusivechargebythesumofRs.3,00,00,000/-depositedbythesecurityprovider withtheBankatitsBranchatNamakkal.Exclusivechargebyhypothecationofthewholeofthesecurityproviders moveableproperties,includingitsmovableplantandmachinery,machineryspares,toolsandaccessoriesandother movables, both present and future. Personal Guarantee of Mr. Pramod bhalotia, Mr. Abhishek Bhalotia, Ms. Beena Bhalotia 7.65% Monthly payment of interest accrued and ThesanctionedloanamountisRs.487.07lakhs.Secondchargebywayofhypothecationoverallsecuritiescreatedoverthe HDFC BankTerm Loan 149.17 254.36 356.60 Linked to 1 monthlyrepaymentofprincipalRs8,69,758. 56 23 29 41 487.07 hypothecatedassetsand/orimmovablepropertiesand/orguaranteesfurnishedforsecuringtheamountsdueunderthe year MCLR (Starting from 29/12/2021 till 29/08/2026) existing facilities. Personal Guarantee of Mr. Pramod bhalotia, Mr. Abhishek Bhalotia, Ms. Beena Bhalotia ThesanctionedloanamountisRs.563.47lakhs.Exclusivechargebyhypothecationofallthestockintradebothpresentand futureconsistingofrawmaterials,finishedgoods,goodsinprocessofmanufacturingandanyothergoods,movableassets 7.65% Monthly payment of interest accrued and ormerchandise,allthebookdebts,amountsoutstanding,moniesreceivable,claimsandbills. Exclusivechargeby HDFC BankTerm Loan - 117.08 314.88 Linked to 1 monthlyrepaymentofprincipalRs16,57,268. 34 - 7 19 563.47 hypothecationofthewholeofthecompany'smoveableproperties,includingitsmovableplantandmachinery,machinery year MCLR (Starting from 29/12/2021 till 30/10/2024) spares,toolsandaccessoriesandothermovables,bothpresentandfuture.ExclusivechargebythesumofRs.3,00,00,000/- deposited withtheBankatitsBranchatNamakkal.PersonalGuaranteeofMr.Pramodbhalotia,Mr.AbhishekBhalotia, Ms. Beena Bhalotia ThesanctionedloanamountisRs.990.64lakhs.Exclusivechargebywayofequitablemortgageofthesecurityproviders 9.50% Monthly payment of interest accrued and beingAllthatpieceandparcelofthelandadmeasuring2Groundsand1450Sq.Ft.,comprisedinR.S.No.87/62,previous linked to 3 monthlyrepaymentofprincipalRs20,63,831 HDFC BankTerm Loan ( Solar ) 707.67 957.74 990.64 48 40 46 48 990.64 R.S.No.87/1part,O.S.No.4part,situateatEgmoreVillagetogetherwiththesuperstructurebearingDoorNo.73(Old months T. fromendoffirstyearofloan.(Startingfrom Bill 31/3/2023 till 31/3/2028) No.30),NewAvadiRoad,Kilpauk,Chennai-600010.4) PersonalGuaranteeofMr.Pramodbhalotia,Mr.Abhishek Bhalotia, Ms. Beena Bhalotia ThesanctionedloanamountisRs.1500lakhs.Exclusivechargebywayofequitablemortgageofthesecurityproviders 9.50% Monthly payment of interest accrued and beingAllthatpieceandparcelofthelandadmeasuring2Groundsand1450Sq.ft.,comprisedinR.S.No.87/62,previous linked to 3 monthlyrepaymentofprincipalRs31,25,000 HDFC BankTerm Loan ( Solar) 1,071.53 1,450.23 1,500.00 48 40 46 48 1,500.00 R.S.No.87/1part,O.S.No.4part,situateatEgmoreVillagetogetherwiththesuperstructurebearingDoorNo.73(Old months T. fromendoffirstyearofloan.(Startingfrom Bill 02/03/2023 till 31/01/2028) No.30),NewAvadiRoad,Kilpauk,Chennai-600010.PersonalGuaranteeofMr.Pramodbhalotia,Mr.AbhishekBhalotia, Ms. Beena Bhalotia ThesanctionedloanamountisRs.479.33lakhs.ExtensionofchargeonFDofRs.18Mnheldasasecurityforother 9.50% Monthlypaymentofinterestaccruedon1stof exposures, Movableassets ofthecompany, stocksand books debts, Personnal guarantee of Mr. Pramod Bhalotia, Term Loan ( For capex - linked to 3 each month and monthly repayment of Mr.Abhishek Bhalotia & Mrs. Beena Bhalotia, Immovable fixed asset of Residential property in Kilpauk and HDFC Bank 393.45 - - 54 50 - - 479.33 sanctioned 15 cr) months T. principalRs3,87,642on20thofeachmonth. PurasaiwakkamownedbytheMrs.BeenaBhalotiaandMrsPramodBhalotia,IndustrialLandinTondiarpet,Agricultural Bill (Starting from 20/05/2024 till 18/11/2028). landinThiruvalurownedbyMr.AbhishekBhalotia.PersonalGuaranteeofMr.Pramodbhalotia,Mr.AbhishekBhalotia, Ms. Beena Bhalotia ThesanctionedloanamountisRs.936.70lakhs.ExtensionofchargeonFDofRs.180Mnheldasasecurityforother Monthlypaymentofinterestaccruedon1stof 8.60% each month and monthly repayment of exposures,Movableassetsofthecompany,stocksandbooksdebts,PersonalguaranteeofMr.PramodBhalotia,Mr. Term Loan ( Gust linked to 3 AbhishekBhalotia&Mrs.BeenaBhalotia,ImmovablefixedassetofCommercialpropertylocatedatNewno:73,Oldno:30 HDFC Bank 754.58 939.75 - principal Rs 15,61,166.66 on 18th of each 60 54 60 - 936.70 House) months T. ,NewAvadiRoad,Kilpauk,Chennai-600010admeasuring2groundsand1450Sq.ftvaluedatRs.180.00Mnproposedto Bill month. (Starting from 18/03/2024 till bepurchasedbyRKSteelManufacturingCompanypvtLtd. PersonalGuaranteeofMr.Pramodbhalotia,Mr.Abhishek 18/03/2029). Bhalotia, Ms. Beena Bhalotia latoT tnemlatsnI Outstanding Instalment 330R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) Term Loan (- 8.72% HDFC Bank004LN06242830004-4.48 397.71 - - linked to 3 48 42 CR-09/10/24) month T.bill Term Loan ( 8.6% linked HDFC Bank004LN06243660004- 42.21 - - to 3 month 48 45 44.75 LAKH-31/12/24) T.bill 56Details of Secured Term Loan 52-raM-13 42-raM-13 32-raM-13 52-raM-13 42-raM-13 32-raM-13 Amount outstanding Rate of Sanction Particulars Redemption terms Security Interest Amount (i) Term loan from banks ThesanctionedloanamountisRs.460lakhs.Exclusivechargebyhypothecationofallthestockintradebothpresentand futureconsistingofrawmaterials,finishedgoods,goodsinprocessofmanufacturingandanyothergoods,movableassets Monthlypaymentofinterestaccruedon1stof 7.65% each month and monthly repayment of ormerchandise,allthebookdebts,amountsoutstanding,moniesreceivable,claimsandbills. Exclusivechargeby HDFC BankTerm Loan - - 160.00 Linked to 1 23 - - 8 460.00 hypothecationofthewholeofthecompany'smoveableproperties,includingitsmovableplantandmachinery,machinery principal Rs 20,00,000. (Starting from year MCLR spares,toolsandaccessoriesandothermovables,bothpresentandfuture.ExclusivechargebythesumofRs.3,00,00,000/- 29/12/2021 till 01/12/2023). depositedwiththeBankatitsBranchatNamakkal.4) PersonalGuaranteeofMr.Pramodbhalotia,Mr.AbhishekBhalotia, Ms. Beena Bhalotia Monthly payment of interest accrued and 7.15% monthlyrepaymentofprincipalRs50,83,333 ThesanctionedloanamountisRs.2440lakhs.SecondchargeoverexistingcollateralsecuritiesandMortgageofSIPCOT HDFC BankECGLS 1,127.20 1,741.99 2,338.33 linked with 48 28 34 46 2,440.00 EBLR fromendoffirstyearofloan.(Startingfrom Land at Perundurai created in favour of Bank. 12/01/2022 till 11/01/2027) Monthly payment of interest accrued and 7.15% monthlyrepaymentofprincipalRs25,41,666 ThesanctionedloanamountisRs.1220lakhs.SecondchargeoverexistingcollateralsecuritiesandMortgageofSIPCOT HDFC BankECGLS 871.06 1,178.45 1,220.00 linked with 48 40 46 48 1,220.00 EBLR fromendofSecondyearofloan. (Starting Land at Perundurai created in favour of Bank. from 17/01/2022 till 14/01/2028) Monthly payment of interest accrued and monthly repayment of principal Rs 25,680 Indusind HypothecationofACEHYDRAULICCRANE14XW.PersonalGuaranteeofMr.Pramodbhalotia,Mr.AbhishekBhalotia, Mobile Crane Loan - - 1.25 9.76% fromendofSecondyearofloanforaperiodof 51 - - 6 10.00 Bank Ms. Beena Bhalotia 53 months. (Starting from 14/06/2019 till 15/10/2023) tnemllatsnI latoT Securedbywayofanextensionofchargeonafixeddepositamountingto₹180.00million.Inaddition,theborrowingsare securedbyanexclusivechargeontheCompany’smovablefixedassets,stocks,andbookdebts.Further,theborrowingsare supportedbypersonalguaranteesfromMr.PramodBhalotia,Mr.AbhishekBhalotia,andMs.BeenaBhalotia.Anexclusive chargehasalsobeencreatedonthefollowingimmovableproperties:Aresidentialflatwithanundividedshareofland (UDS)of1,247sq.ft.andbuilt-upareaof3,847sq.ft.,situatedatFlatNo.3151,15thFloor,Block3,DoorNo.127A,TVH 15 Crores LumbiniSquare,BrickKilnRoad,Purasaiwakkam,Chennai,ownedbyMs.BeenaBhalotia.AresidentialflatwithUDSof 1,050sq.ft.andbuilt-uparea(includingbalcony)of1,325sq.ft.,situatedatFlatNo.2A,IIFloor,RSNo.91/98,OldDoor No.38,AlagappaNagar,NewAvadiRoad,Kilpauk,Chennai,jointlyownedbyMs.BeenaBhalotiaandMr.Pramod Bhalotia.Anindustriallandparcelmeasuring14,382sq.ft.locatedatBalakrishnaStreet,Tondiarpet,Chennai,ownedby Ms.BeenaBhalotia.Vacantagriculturallandaggregatingto1acreand6centsinSurveyNos.22/1to22/8inAlamadi Village, Ponneri Taluk, Thiruvallur District, owned by Mr. Abhishek Bhalotia. Outstanding Installment 331R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 56Details of Secured Term Loan 52-raM-13 42-raM-13 32-raM-13 52-raM-13 42-raM-13 32-raM-13 Amount outstanding Rate of Sanction Particulars Redemption terms Security Interest Amount (ii) Loan for purchase of vehicles MonthlyinstalmentrepaymentofRs81,850 Vehicle Loan - Kia HDFC Bank 1.62 10.95 19.62 7.35% for48months.(Startingfrom 05/06/2021- 48 8 14 26 33.95 The sanctioned loan amount is Rs. 33.95 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. Carnival Limousine 05/05/2025) MonthlyinstalmentrepaymentofRs15,116 Vehicle Loan - Maruti HDFC Bank 2.27 3.81 - 8.90% for39months.(Startingfrom 07/05/2023- 39 22 28 - 5.10 The sanctioned loan amount is Rs.5.10 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. Ecco 07/07/2026) MonthlyinstalmentrepaymentofRs42,387 Vehicle Loan - Hyundai HDFC Bank 5.67 10.17 14.35 7.25% for48months. (Startingfrom07/06/2022- 48 20 26 38 17.62 The sanctioned loan amount is Rs.17.62 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. Creta 07/05/2026) MonthlyinstalmentrepaymentofRs47,324 Vehicle Loan - Kia HDFC Bank 8.36 13.06 - 8.90% for39months. (Startingfrom07/08/2023- 39 25 31 - 15.98 The sanctioned loan amount is Rs.15.98 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. Seltos 07/10/2026) MonthlyinstalmentrepaymentofRs16,796 Vehicle Loan - Wangon HDFC Bank 2.53 4.23 - 8.90% for39months.(Startingfrom 07/05/2023- 39 22 28 - 5.67 The sanctioned loan amount is Rs.5.67 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. R 07/07/2026) MonthlyinstalmentrepaymentofRs17,299 HDFC BankVehicle Loan - Celerio 2.60 4.36 - 8.90% for39months.(Startingfrom 07/05/2023- 39 22 28 - 5.84 The sanctioned loan amount is Rs.5.84 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. 07/07/2026) Monthly instalment repayment of Rs 70,528 Vehicle Loan - Kia HDFC Bank 17.72 - - 9.15% for 39 months. (Starting from 07/05/2024 - 39 34 - - 23.72 The sanctioned loan amount is Rs.23.72 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. Seltos 07/07/2027) Monthly instalment repayment of Rs 70,528 Vehicle Loan - Kia HDFC Bank 17.72 - - 9.15% for 39 months. (Starting from 07/05/2024 - 39 34 - - 23.72 The sanctioned loan amount is Rs.23.72 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. Seltos 07/07/2027) Monthly instalment repayment of Rs 37,185 Vehicle Loan - Tata HDFC Bank 12.51 - - 9.10% for 39 months. (Starting from 12/04/2025 - 39 39 - - 12.51 The sanctioned loan amount is Rs.12.51 lakhs. Vehicle loans have been secured against hypothecation of motor vehicles. Punch EV 12/06/2028) latoT tnemlatsnI Outstanding Instalment 332R.K. STEEL MANUFACTURING COMPANY LIMITED CIN: U24106TN2006PLC059519 Annexure VI - Notes to Restated Ind AS Summary Statements (All amounts in Rs. lakhs, except as otherwise stated) 57 Details of Unsecured Loans from related party and body corporates Amount outstanding Particulars Rate of Interest 31-Mar-25 31-Mar-24 31-Mar-23 Abhishek Bhalotia 315.29 404.64 - 9% Pramod Kumar Bhalotia 0.37 191.97 - 9% Beena Bhalotia 0.26 - 0.12 9% Dolly Bhalotia 0.80 - 0.07 9% S.Md.Fazullah Basha 4.84 4.84 9% Follium Trading Private Limited 575.00 725.00 - 0% Athletic Alliance Private Limited - - 313.00 0% Vegwick Services Private Limited - - 412.00 0% Note : The above loans from related parties and body corporates are unsecured and repayable on demand 58Details of Current Borrowings Amount outstanding Sanction Particulars Rate of Interest Security 31-Mar-25 31-Mar-24 31-Mar-23 Amount The sanctioned loan amount is Rs. 5 Crores , unsecured loan till AXIS BANK (JSW) -A/C NO.923030066825288 - 185.51 - Repo Rate + 2.75% 500.00 9/11/2024.Personal Guarantee of Mr. Pramod bhalotia, Mr. @9.10% Abhishek Bhalotia The sanctioned loan amount is Rs. 162 crores. Hypothecation of Stock, Book debts and Machinery of the company. Immovable MCLR+1.25%p.a., fixed asset of Residential property in Kilpauk and Purasaiwakkam subject to City Union Bank (OD/Bank Guarantee/OSL) - - - 16,200.00 owned by the Mrs. Beena Bhalotia and Mrs Pramod Bhalotia, minimum of Industrial Land in Tondiarpet, Agricultural land in Thiruvalur 9.00%p.a. owned by Mr.Abhishek Bhalotia , Commercial Property in Kilpauk owned by company. The sanctioned loan amount is Rs. 235 crores. Extension of charge on FD of Rs.460 Mn held as a security for other exposures, Movable assets of the company, stocks and books debts, Personnal guarantee of Mr. Pramod Bhalotia, Mr.Abhishek Bhalotia & Mrs. 9.10 Linked with 3 HDFC - WCDL 19,083.15 18,269.59 11,618.31 23,500.00 Beena Bhalotia, Immovable fixed asset of Residential property in Month T Bill Kilpauk and Purasaiwakkam owned by the Mrs. Beena Bhalotia and Mrs Pramod Bhalotia, Industrial Land in Tondiarpet, Agricultural land in Thiruvalur owned by Mr.Abhishek Bhalotia , Commercial Property in Kilpauk owned by company. 333The sanctioned loan amount is Rs. 235 crores .Extension of charge on FD of Rs.460 Mn held as a security for other exposures, Movable assets of the company, stocks and books debts, Personnal guarantee of Mr. Pramod Bhalotia, Mr.Abhishek Bhalotia & Mrs. 9.10 Linked with 3 HDFC BANK CC.A/C. 57500000838480 4,166.72 276.54 - 23,500.00 Beena Bhalotia, Immovable fixed asset of Residential property in Month T Bill Kilpauk and Purasaiwakkam owned by the Mrs. Beena Bhalotia and Mrs Pramod Bhalotia, Industrial Land in Tondiarpet, Agricultural land in Thiruvalur owned by Mr.Abhishek Bhalotia , Commercial Property in Kilpauk owned by company. The sanctioned loan amount is Rs. 1200 Mn. Extension of charge on FD of Rs.3,00,00,000 Mn held as a security for other exposures, 9.10 Linked with 3 HDFC Bank Guarantee/OD A/C - - 1,550.94 12,000.00 Movable assets of the company, stocks and books debts and Plant Month T Bill and Machinery. Personal Guarantee of Mr. Pramod bhalotia, Mr. Abhishek Bhalotia, Ms. Beena Bhalotia The sanctioned loan amount was revised from Rs. 15 crores to Rs. 35 crores in the FY 23-24..Hypothecation of Movable Property SG FIN SERVE LIMITED-15CR @11% 3,459.34 10.15 - 11.00% 3,500.00 (Inventory including Receivables).Personal Guarantee of Mr. Pramod bhalotia, Mr. Abhishek Bhalotia Hypothecation of Movable Property (Stocks and Receivables). The 10.10 % p.a. ROI sanctioned loan amount is Rs. 8 crores .Irrevocable and TATA Capital Financial Services- CF 564.88 3.05 786.51 equal to STLR less 800.00 unconditional Corporate Guarantee of Mayank Marketing Pvt Ltd 10.25 % and Personal Guarantee of Abhishek Bhalotia and Pramod Bhalotia. Tenure till 19/10/2024. 7.5% Linked with The sanctioned loan amount is Rs. 10 crores . Unsecured loan till Yes Bank- Channel Finance 1,004.50 3.74 978.18 1,000.00 Repo Rate 05/10/2024. Note: Aggregate amount of current and non - current borrowings as guaranteed by directors and others Name of the party 31-Mar-25 31-Mar-24 31-Mar-23 Mr. Pramod bhalotia 30,703.82 23,018.87 18,029.13 Mr. Abhishek Bhalotia 30,703.82 23,018.87 18,029.13 Ms. Beena Bhalotia 25,675.10 22,816.43 16,264.44 Mayank Marketing Private Ltd 564.88 3.05 786.51 334OTHER FINANCIAL INFORMATION The accounting ratios required under Paragraph 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given below: (₹ In Lakhs, except shares and ratios data) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Restated PAT as per P&L Account for Basic and Diluted 1,090.63 2,270.41 1,988.15 EPS Basic EPS and Diluted EPS Weighted Average Number of Equity Shares at the end of 4,94,03,130 23,52,530 21,17,734 the Year / Period (pre-Bonus Issue) Weighted Average Number of Equity Shares at the end of 4,94,03,130 4,94,03,130 4,44,72,414 the Year / Period (post-Bonus Issue) Net Worth 12,068.31 10,980.50 8,703.38 Number of Shares outstanding at the year end – pre-Bonus 4,94,03,130 23,52,530 23,52,530 Number of Shares outstanding at the year end – post-Bonus 4,94,03,130 4,94,03,130 4,94,03,130 Current Assets 40,916.48 30,090.09 27,172.85 Current Liabilities 38,146.35 23,805.81 20,681.56 EBITDA 4,829.82 5,955.37 4,713.40 Basic and Diluted (₹) Earnings Per Share (pre-Bonus Issue) 2.21 96.51 93.88 Earnings Per Share (post-Bonus Issue) 2.21 4.60 4.47 Net Asset Value Per Equity Share (₹) Pre-Bonus 24.43 466.75 369.96 Net Asset Value Per Equity Share (₹) Post-Bonus 24.43 22.23 17.62 Return on Net Worth (%) 9.04% 20.68% 22.84% Current Ratio 1.07 1.26 1.31 335CAPITALISATION STATEMENT The following table sets forth our capitalisation as at Fiscal 2025 on the basis of our Restated Financial Information, and as adjusted for the Issue. This table should read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Financial Statements” and “Risk Factors” beginning on pages 354, 271, and 37 respectively. (₹ in Lakhs) Particulars Pre-Issue as on Fiscal As adjusted for the 2025 Issue* Borrowings Current Borrowings (A) 29,170.32 - N on-Current Borrowings including current maturities (B) 5,938.90 - Total Borrowings (C = A+B) 35,109.22 - Shareholders’ funds Equity Share Capital (D) 4,940.31 - O ther Equity (E) 7,128.00 - Total Equity (F = D+E) 12,068.31 - Non-Current Borrowings / Total Equity (G = B / F) 0.49 - Total Borrowings / Total Equity (H = C / F) 2.91 - Notes: *Will be determined upon completion of the Issue. 336FINANCIAL INDEBTEDNESS Our Company has availed fund-based facility amounting to ₹41,993.66 lakhs in the ordinary course of business for purposes such as, inter alia, meeting our working capital or business requirements. We have obtained the necessary consents required under the relevant loan documentation for undertaking activities in relation to the Issue, including, inter alia, for effecting a change in our shareholding pattern, for effecting a change in the composition of our Board, and for amending our constitutional documents. Set forth below is a brief summary of our aggregate outstanding borrowings amounting to ₹29,151.41 lakhs, as on August 18, 2025. (₹ in Lakhs) Nature of Borrowing Sanctioned Amount Outstanding Amount as on August 18, 2025 Fund Based Secured Loans Term Loan – Secured 12,493.66 6,050.28 Working Capital Term Loan 28,500.00 22,152.78 and Overdraft Total (A) 40,993.66 28,203.06 Unsecured Loans From banks 1,000.00 808.98 From Others 139.37 Total (B) 1,000.00 948.35 Total (A+B) 41,993.66 29,151.41 As certified by our Statutory Auditors by way of their certificate dated September 19, 2025 337All indicative key terms of our borrowings are disclosed below: Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 1 HDFC Bank Term Loan 300.00 1,000.00 60 7.65% Exclusive charge by Nil for Working Debt service coverage ratio should be Months Linked to hypothecation of all the capital Facilities, greater than 1.5 times. 1 year stock in trade both present 2% on the MCLR and future consisting of Outstanding raw materials, finished amount for Term goods, goods in process of loan manufacturing and any other goods, movable assets or merchandise. Exclusive charge by hypothecation of all the book debts, amounts outstanding, monies receivable, claims and bills. Exclusive charge by hypothecation of all the plant and machinery both present and future consisting of plant and machinery, being movable properties. Exclusive charge by the sum of Rs.3,00,00,000/- deposited by the security provider with the Bank at its Branch at Namakkal. Exclusive charge by hypothecation of the whole of the security providers moveable properties, including its movable plant and machinery, machinery spares, tools and 338Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 accessories and other movables, both present and future. Personal Guarantee of Mr. Pramod Bhalotia, Mr. Abhishek Bhalotia, Ms. Beena Bhalotia 2 HDFC Bank Term Loan 113.07 563.50 60 7.65% Charge by way of Nil for Working Debt service coverage ratio should be Months Linked to hypothecation over all capital Facilities, greater than 1.5 times 1 year securities created over the 2% on the MCLR hypothecated assets and/or Outstanding immovable properties amount for Term and/or guarantees loan furnished for securing the amounts due under the existing facilities. Personal Guarantee of Mr. Pramod Bhalotia, Mr. Abhishek Bhalotia, Ms. Beena Bhalotia 3 HDFC Bank Term Loan 619.15 2,500.00 60 9.50% Exclusive charge by way Nil for Working capital Facilities, 2% on the following Months linked to 3 of equitable mortgage of parameters months T. the security providers Bill being All that piece and No. Parameter/Ratio Stipulated Stipulated parcel of the land Level for Level for admeasuring 2 Grounds FY 23 FY 24 and 1450 Sq.ft., comprised > ₹90 > ₹116 1 ATNW in R.S.No.87/62, previous Crores Crores R.S. No. 87/1 part, O.S. 2 Interest Coverage > 3.0x > 3.0x No. 4 part, situate at 3 TOL/ATNW < 2.6x < 1.9x Egmore Village together 4 TD/ATNW < 2.3x < 1.7x with the superstructure 5 CR > 1.3x > 1.5x bearing Door No. 73 (Old 6 DSCR > 1.3x > 1.4x 4 HDFC Bank Term Loan 937.50 60 9.50% No.30), New Avadi Road, Nil for Working capital Facilities, 2% on the following Kilpauk, Chennai - 600 Months linked to 3 parameters 010. Personal Guarantee of months T. Mr. Pramod Bhalotia, Mr. Bill 339Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 Abhishek Bhalotia, Ms. Beena Bhalotia No. Parameter/Ratio Stipulated Stipulated Level for Level for FY 23 FY 24 > ₹90 > ₹116 1 ATNW Crores Crores Interest Coverage > 3.0x > 3.0x TOL/ATNW < 2.6x < 1.9x TD/ATNW < 2.3x < 1.7x CR > 1.3x > 1.5x DSCR > 1.3x > 1.4x 5 HDFC Bank Term Loan 355.06 1,500.00 54 9.50% Secured by way of an Up to 2% of Loan Outstanding for term loans Months linked to 3 extension of charge on a months T. fixed deposit amounting to ATNW > Rs. 115 Crores Bill ₹180.00 million. In • Interest Coverage > 3 Times addition, the borrowings • TOL/ATNW < 2.6 Times are secured by an exclusive • TD/ATNW < 2.3 Times charge on the Company’s • CD > 1.3 Times movable fixed assets, stocks, and book debts. Further, the borrowings are supported by personal guarantees from Mr. Pramod Bhalotia, Mr. Abhishek 340Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 6 HDFC Bank Term Loan 358.90 54 8.72% Bhalotia, and Ms. Beena Up to 2% of Loan Outstanding for term loans Months linked to 3 Bhalotia. An exclusive months T. charge has also been ATNW > ₹115 Crores Bill created on the following • Interest Coverage > 3 Times immovable properties: A • TOL/ATNW < 2.6 Times residential flat with an • TD/ATNW < 2.3 Times undivided share of land • CD > 1.3 Times (UDS) of 1,247 sq. ft. and built-up area of 3,847 sq. ft., situated at Flat No. 3151, 15th Floor, Block 3, Door No. 127A, TVH Lumbini Square, Brick Kiln Road, Purasaiwakkam, Chennai, owned by Ms. Beena Bhalotia. A residential flat with UDS of 1,050 sq. ft. and built-up area (including balcony) of 1,325 sq. ft., situated at Flat No. 2A, II Floor, RS No. 91/98, Old Door No. 38, Alagappa Nagar, New Avadi Road, Kilpauk, Chennai, jointly owned by Ms. Beena Bhalotia and 7 HDFC Bank Term Loan 38.09 54 8.60% Mr. Pramod Bhalotia. An Up to 2% of Loan Outstanding for term loans Months linked to 3 industrial land parcel months T. measuring 14,382 sq. ft. ATNW > ₹115 Crores Bill located at Balakrishna • Interest Coverage > 3 Times Street, Tondiarpet, • TOL/ATNW < 2.6 Times Chennai, owned by Ms. • TD/ATNW < 2.3 Times Beena Bhalotia. Vacant • CD > 1,3 Times agricultural land aggregating to 1 acre and 6 341Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 cents in Survey Nos. 22/1 to 22/8 in Alamadi Village, Ponneri Taluk, Thiruvallur District, owned by Mr. Abhishek Bhalotia. Nil ATNW > Rs. 115 Crores 8 HDFC Bank Term Loan 671.30 950.00 60 8.60% • Interest Coverage > 3 Times Months linked to 3 • TOL/ATNW < 2.6 Times months T. • TD/ATNW < 2.3 Times Bill • CD > 1,3 Times 9 HDFC Bank ECGLS 864.17 2,440.00 60 7.15% Charge over existing NOC of all the backs to come upfront Months linked collateral securities and No Prepayment prior to disbursement of ECLGS with Mortgage of SIPCOT Land Charges EBLR at Perundurai created in favour of Bank. 10 HDFC Bank ECGLS 737.08 1,220.00 72 7.15% Charge over existing No Prepayment NOC of all the backs to come upfront Months linked collateral securities and Charges prior to disbursement of ECLGS with Mortgage of SIPCOT Land EBLR at Perundurai created in favour of Bank. 11 HDFC Bank Vehicle Loan 1.59 5.10 39 8.90% Vehicle loans have been a) Prepayment NIL Months secured against shall be allowed hypothecation of motor only after expiry vehicles. of 6 months or 6 EMIs, whichever is later, from the date of Disbursement of the Loan. b) 6% of Principal Outstanding for pre closures within 1 year from 7th EMI. c) 5% of Principal 342Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 Outstanding for pre closures within 13 — 24 months from 1st EMI. d) 3% of Principal Outstanding for pre closures post 24 months from .1st EMI. 12 HDFC Bank Vehicle Loan 3.70 17.62 48 7.25% Vehicle loans have been a) Prepayment NIL Months secured against shall be allowed hypothecation of motor only after vehicles. expiry of 6 months or 6 EMIs, whichever is later, from the date of Disbursement of the Loan. b) 6% of Principal Outstanding for pre closures within 1 year from 7th EMI. c) 5% of Principal Outstanding for pre closures within 13 — 24 months from 1st EMI. d) 3% of Principal Outstanding for pre closures post 24 months 343Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 from 1st EMI. 13 HDFC Bank Vehicle Loan 6.27 15.98 39 8.90% Vehicle loans have been a) Prepayment NIL Months secured against shall be allowed hypothecation of motor only after expiry vehicles. of 6 months or 6 EMIs, whichever is later, from the date of Disbursement of the Loan. b) 6% of Principal Outstanding for pre closures within 1 year from 7th EMI. c) 5% of Principal Outstanding for pre closures within 13 — 24 months from 1st EMI. d) 3% of Principal Outstanding for pre closures post 24 months from 1st EMI. 14 HDFC Bank Vehicle Loan 1.77 5.67 39 8.90% Vehicle loans have been a) Prepayment NIL Months secured against shall be allowed hypothecation of motor only after expiry vehicles. of 6 months or 6 EMIs, whichever is later, from the date of Disbursement of 344Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 the Loan. b) 6% of Principal Outstanding for pre closures within 1 year from 7th EMI. c) 5% of Principal Outstanding for pre closures within 13 — 24 months from 1st EMI. 3% of Principal Outstanding for pre closures post 24 months from 1st EMI. 15 HDFC Bank Vehicle Loan 1.82 5.84 39 8.90% Vehicle loans have been a) Prepayment NIL Months secured against shall be hypothecation of motor allowed only vehicles. after expiry of 6 months or 6 EMIs, whichever is later, from the date of Disbursement of the Loan. b) 6% of Principal Outstanding for pre closures within 1 year from 7th EMI. c) 5% of Principal Outstanding for pre closures 345Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 within 13 — 24 months from 1st EMI. d) 3% of Principal Outstanding for pre closures post 24 months from 1st EMI. 16 HDFC Bank Vehicle Loan 14.83 23.72 39 9.15% Vehicle loans have been a) Prepayment NIL Months secured against shall be hypothecation of motor allowed only vehicles. after expiry of 6 months or 6 EMIs, whichever is later, from the date of Disbursement of the Loan. b) 6% of Principal Outstanding for pre closures within 1 year from 7th EMI. c) 5% of Principal Outstanding for pre closures within 13 — 24 months from 1st EMI. d) 3% of Principal Outstanding for pre closures post 24 months from 1st EMI. 17 HDFC Bank Vehicle Loan 14.83 23.72 39 9.15% Vehicle loans have been a) Prepayment NIL 346Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 Months secured against shall be hypothecation of motor allowed only vehicles. after expiry of 6 months or 6 EMIs, whichever is later, from the date of Disbursement of the Loan. b) 6% of Principal Outstanding for pre closures within 1 year from 7th EMI. c) 5% of Principal Outstanding for pre closures within 13 — 24 months from 1st EMI. d) 3% of Principal Outstanding for pre closures post 24 months from 1st EMI. 18 HDFC Bank Vehicle Loan 11.15 12.51 39 9.1 Vehicle loans have been a) Prepayment NIL Months secured against shall be hypothecation of motor allowed only vehicles. after expiry of 6 months or 6 EMIs, whichever is 347Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 later, from the date of Disbursement of the Loan b) 6% of Principal Outstanding for pre closures within 1 year from 7th EMI. c) 5% of Principal Outstanding for pre closures within 13 — 24 months from 1st EMI. d) 3% of Principal Outstanding for pre closures post 24 months from 1st EMI 19 HDFC Bank Working 14,100.00 23,500.00 12 9.10 Extension of charge on FD Capital Term Months Linked of Rs.460 Mn held as a No Parameter/Ratio Stipulated Stipulated Loan with 3 security for other Level for Level for 20 HDFC Bank Cash credit 8,029.51 3 Month T exposures, Movable assets FY 23 FY 24 Months Bill of the company, stocks and 1 ATNW >Rs 900 Mn >Rs.1160 books debts, Personnel guarantee of Mr. Pramod 2 Interest Coverage >3x >3x Bhalotia, Mr. Abhishek 3 TOL/ATNW <2.6x <1.9x Bhalotia & Mrs. Beena 4 TD/ATNW <2.3x <1.7x Bhalotia, Immovable fixed 5 CR >1.3x >1.5x 348Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 asset of Residential 6 DSCR >1.3x >1.4x property in Kilpauk and Purasaiwakkam owned by the Mrs. Beena Bhalotia and Mrs Pramod Bhalotia, Industrial Land in Tondiarpet, Agricultural land in Thiruvallur owned by Mr. Abhishek Bhalotia , Commercial Property in Kilpauk owned by company. 21 HDFC Bank Term Loan 1,000.00 2,210.00 60 8.75% Current Assets - Exclusive Up to 2% of loan Months Linked to charge on Current Assets Outstanding for No Paramet Stipulated Level 1 Month of the company Term loan and up er/Ratio to be maintained Repo Rate to 2% of the over the tenor of the Term loan Movable Fixed assets - sanctioned amount 1 ATNW >Rs 1200Mn Exclusive charge on for Working TD/ATN Movable fixed Assets of Capital facilities, 2 <2.5x W the company including plus taxes, as 3 DSCR >1.2x solar assets financed out of applicable. 4 FACR >1.1x this loan Micro & Small Personal Guarantee - Enterprises as Personal guarantee of 1. defined under Mr. Pramod Bhalotia 2. MSMED Act 2006 Mr. Abhishek Bhalotia 3. are exempted Ms. Beena Bhalotia irrespective of the limits/out Fixed Deposits-FD of Rs. standings. 460 Mn for the entire However, if a loan facility is taken over by other Banks/Fls, up Details of Immovable to 2% takeover securities charges will be applied 349Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 a) Residential flat with UDS of 1247 Sq.ft and Plint area of 3847 Sq.ft situated at flat no: 3151, 15th Floor, Block 3, Door no 127A., TVH Lumbini Square, Brick Kiln Road, Purasaiwakkam, Chennai Owned by Ms. Beena Bhalotia b) Industrial Land to the extent of 14382 Sq.ft located at Balakrishna Street, Tondiarpet, Chennai owned by Ms. Beena Bhalotia c) Commercial Property located at New no: 73, Old no: 30, New Avadi Road, Kilpauk, Chennai - 600010 admeasuring 2 grounds and 1450 Sq.ft owned by the company. d) Residential flat with UDS of 1247 Sq.ft and Plinth area of 3847 Sq.ft situated at flat no: 3151, 15th Floor, Block 3, Door 350Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 no 127A., TVH Lumbini Square, Brick Kiln Road, Purasaiwakkam, Chennai Owned by Ms. Beena Bhalotia e) Residential flat with UDS of 1050 Sq.ft, floor area of 1325 Sq.ft Including balcony at Flat No: 2A, II Floor, RS No: 91/98, Old Door no :38, Alagappa Nagar, New Avadi Road, Kilpauk, Chennai owned by Ms. Beena Bhalotia & Mr. Pramod Bhalotia. f) Industrial Land to the extent of 14382 Sq.ft located at Balakrishna Street, Tondiarpet, Chennai owned by Ms. Beena Bhalotia g) All the piece and parcel of Vacant Agricultural land in survey No: 22/1 to an extent of 10 cents, 22/2 to the extent of 11 Cents, 22/3 to an extent of 12 Cents, 351Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 22/4 to an extent of 21 Cents, 22/5 to an extent of 23 Cents, 22/6 to an extent of 13 Cents, 22/7 to an extent of 9 Cents and 22/8 to an extent of 7 cents in all totalling to an extent of Acres 1 & 6 Cents in No: 111, Alamadi Village with Ponneri Talk, Thiruvallur district owned by Mr. Abhishek Bhalotia h) Commercial Property located at New no: 73, Old no: 30, New Avadi Road, Kilpauk, Chennai - 600010 admeasuring 2 grounds and 1450 Sq.ft owned by the company. i) Exclusive charge on the leasehold land admeasuring 18.49 Acres along with constructed building admeasuring 2,63,348 Sq.ft located in Sipcot Industrial Growth Center, Perundural, Erode, TN 352Sr. Bank Loan Details Outstanding Sanction Tenor Interest Details of security Prepayment Restrictive Covenants No. Balance as Amount in on August months 18, 2025 (Permission from Sipcot is in place for construction as per the bye law requirement in Perundural industrial Estate. Approval from DTCP is not in place) 22 Yes Bank Channel 808.98 1,000.00 12 7.5% Unsecured Loan Exclusive charge Finance Months Linked on Inventory of the with Repo Borrower being Rate funded out of facility proceeds extended by SGFL and receivables generated thereon from sale of all such inventory. 23 SG FIN Working 23.27 5,000.00 12 11% Hypothecation of Movable Nil NA SERVE Capital Loan Months Property (Inventory LIMITED including Receivables). Personal Guarantee of Mr. Pramod Bhalotia, Mr. A bhishek Bhalotia Total 29,012.04 41,993.66 353MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION You should read the following discussion and analysis of our financial condition and results of operations, and our assessment of the factors that may affect our prospects and performance in future periods, together with our Restated Financial Information for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 including the notes thereto and reports thereon, each included in this Draft Red Herring Prospectus. The following discussion relates to our Company and is based on our restated financial statements. Our financial statements have been prepared in accordance with IND AS, the accounting standards and other applicable provisions of the Companies Act. 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 Financial Information, included in this Draft Red Herring Prospectus. For further information, see “Restated Financial Statements” on page 271. Our financial year ends on March 31 of each year, and references to a particular year are to the 12 months period ended March 31 of that year. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry Report on Indian Steel Pipes & Tubes” dated September 19, 2025 (the “D&B Report”) prepared and issued by Dun & Bradstreet Information. Services India Private Limited (“D&B Report”), appointed by us on November 8. 2024 and exclusively commissioned and paid for by us in connection with the Issue. Dun & Bradstreet Information. Services India Private Limited is an independent agency which has no relationship with our Company, our Promoters and any of our directors or KMPs or SMPs. The data included herein includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the D&B and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the D &B Report is available on the website of our Company at www.rksteel.co.in until the Bid/Issue Closing Date. For more information, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the D&B Report which have been commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 67. This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under “Risk Factors” and “Forward Looking Statements” on pages 37 and 25 respectively, and elsewhere in this Draft Red Herring Prospectus. BUSINESS OVERVIEW Incorporated in the year 2006, we are a manufacturer of welded structural steel tubes and pipes, with over sixteen (16) years of experience in the welded steel tubes and pipes industry. Our welded steel pipes and tubes portfolio consists of Pre-Galvanised Pipes (“GP Pipes”), Hot Dip Galvanized Pipes and Tubes (“GI Pipes”), Hot Rolled Pipes and Tubes (“HR Pipes”) and Cold Rolled Pipes and Tubes (“CR Pipes”). We also manufacture value-added product such as Galvanized plain coils (“GP Coils”), Cold rolled full hard coils (“CRFH Coils”), hot rolled pickled & oiled coils (“HRPO Coils”) from our principal raw material i.e. hot rolled coils (“HR Coils”). We are one of the few companies in the southern states of India with tandem cold rolling mills, enabling the production of cold-rolled products efficiently and meeting industry demands with consistency in production and supply (Source: D&B Report). We manufacture welded pipes and tubes in various shapes and sizes to meet diverse industrial applications. Our products are designed to align with market requirements and are used across multiple industries, including construction, automobile, solar power, engineering, furniture, and gas. Our offerings include: (i) sectional i.e. square and rectangle shaped pipes ranging from 10 mm x 10 mm to 125 mm x 125 mm and 25 mm x 12 mm to 145 mm x 82 mm (ii) round shaped pipes ranging from 10 OD to 173 OD thickness 0.60 mm to 7.00 mm. In addition to our revenue derived from our manufacturing activity, we also derive revenue from trading of steel coils and sheets. We primarily serve the southern part of the domestic market and have also exported our products on small scale 354basis to three (3) countries during last three Fiscals. We exported our products on small scale basis to USA, and Peru. We derive majority of our revenue from the sale of our products in the southern states of India through traders’ network. We generate significant revenue from operations from the state of Kerala, Tamil Nadu, Karnataka and Telangana which amounts to ₹ 1,13,484.64 lakhs, ₹98,737.63 lakhs and ₹84,074.28 lakhs constituting 98.86 %, 96.59%, and 98.4% of total revenue from operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. We commenced our operations in 2009 with the manufacturing of welded structural steel tubes and pipes at a facility in Chennai, Tamil Nadu (“Erstwhile Chennai Facility”). This facility was equipped with three tube mills and two slitting lines. As our operations expanded, we recognized the need to enhance our manufacturing capabilities to meet increasing demand, improve efficiency, and align with our long-term growth strategy. To facilitate this expansion, we strategically decided to establish a larger, more advanced manufacturing facility that would enable us to scale our operations and integrate modern production technologies under one roof. Accordingly, in the year 2016, we entered into a 99-year lease for a new manufacturing facility at Perundurai, Tamil Nadu, India and in 2018 commenced operation at the new manufacturing facility (“Manufacturing Facility”). With the successful establishment and operational stability of our Manufacturing Facility, we completely transitioned from our Erstwhile Chennai Facility to the new Manufacturing Facility. With improved infrastructure and larger production capabilities, we believe we are well-positioned to serve a broader market while maintaining the high standards of quality and reliability of our products. As on date, we operate through our new integrated Manufacturing Facility admeasuring approximately 18.49 acre (including the open area), located at Plot NN5, SIPCOT Industrial Growth Centre, Ingur Village, Perundurai 638 052, Tamil Nadu. As on date, our Manufacturing Facility is equipped with nine (9) Tube Mills, four (4) Slitting Lines, two (2) Continuous Galvanizing Line (“CGL”), one (1) Tandem Cold Rolling Mill (“CRM”), one (1) Pickling Unit, and one (1) Hot Dip Galvanizing (“GI”) Unit. We use a combination of mechanized and human skills to achieve the desired standards of manufacturing. As on March 31,2025 we had an installed capacity of 13,63,200 MTPA. For details, see “Our Business – Installed Capacity, Available Capacity, Actual Production and Capacity Utilization” on page 219. Our Manufacturing Facility is also supported by infrastructure for storage of raw materials, finished goods, and quality control measures. We endeavor to maintain stringent quality standards and place emphasis on the quality of our products. Our Manufacturing Facility is certified in accordance with ISO 9001:2015 for the manufacture and Supply of ERW MS/Galvanized/Hot-Dip Galvanized/CR/HRPO/Powder Coated Tubes, Pipes and Galvanized Coils. We have also received product certifications from the Bureau of Indian Standards, such as the IS 1161: 2014, IS 1239: PART 1: 2004, IS 3601: 2006, IS 4923: 2017 and IS 18573: 2024 for steel tubes and pipes. For further details, see “Government and Other Approval” on page 398. In order to support sustainability, we have installed a captive solar photovoltaic plant with a capacity of 5.5 MW at Orikottai village, Thiruvadanai Taluka, Ramanathapuram, Tamil Nadu, India. Further, to align with environmental responsibilities and contribute to green energy solutions, we have adopted compressed biogas (“CBG”) as a replacement for conventional furnace oil in our production process. This initiative reduces dependence on fossil fuels and supports cleaner energy usage. As a result, we have been acknowledged as one of the pioneers in sustainable industrial practices by Indian Oil Corporation Limited (“IOCL”) (Source: D&B Report). Financial performance indicators Our key financial performance indicator for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are detailed below. (₹ in lakhs except for percentages) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total Income (1) 1,15,373.05 1,02,851.55 85,880.40 Revenue From Operations (2) 1,14,779.33 1,02,216.00 84,744.25 Growth in Revenue from Operations (in %) 12.29 20.62 -13.86 Other Income (3) 593.72 635.55 1,136.14 EBITDA (4) 4,829.82 5,955.37 4,713.40 EBITDA Margin (5) 4.21 5.83 5.56 355Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 PAT (6) 1,090.63 2,270.41 1,988.15 PAT Margin (7) 0.95 2.22 2.35 Cash Flow from Operating Activities (8) (4,462.58) 2,752.16 (2,318.79) Cash Flow from Investing Activities (9) (3,889.92) (375.00) (6,138.32) Cash Flow from Financing Activities (10) 5,326.51 1,749.26 8,855.78 Net Worth (11) 12,068.31 10,980.50 8,703.38 Debt Equity Ratio (12) 2.91 2.49 2.68 Return on Equity (13) 9.46% 23.07% 27.32% Return on Capital Employed (14) 8.28% 13.37% 12.68% Return on Assets (15) 2.01% 5.66% 5.58% Interest Coverage Ratio (16) 1.60 2.46 3.01 Fixed Asset Turnover Ratio (17) 12.63 12.54 20.41 Working Capital Days (18) 104.00 86.00 93.00 Net Asset Value per share (19) 24.43 22.23 17.62 As certified by the Statutory Auditors through certificate dated September 19, 2025. Notes: 1. Total income means aggregate of Revenue from operations and Other Income. 2. Revenue from Operations represents the income generated by the Company from its core operating activities. This gives information regarding the scale of operations. 3. Other Income is the income generated by the Company from its non core operations 4. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax/ (loss) for the year / period and adding back interest cost, depreciation, and amortization expense. 5. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations. 6. Profit for the year/period represents the restated profits of the Company after deducting all expenses. 7. PAT Margin (%) is calculated as Profit for the year/period as a percentage of Revenue from Operations. 8. Cash Flow from Operating Activities represents the net cash generated or used by a company’s core business operations during the year. 9. Cash Flow from Investing Activities reflects the cash spent on or received from investments in assets like property, equipment, or securities during the year 10. Cash Flow from Financing Activities shows the cash inflows and outflows related to borrowing, repaying debt, issuing shares, or paying dividends during the year. 11. Net Worth is computed as Equity Share Capital plus Other Equity 12. Debt - equity ratio is calculated by dividing total debt by total equity. Total debt represents long - term and short - term borrowings. Total equity is the sum of share capital and reserves & surplus and NCI. 13. Return on Equity is calculated by dividing PAT by average shareholders' equity, indicating how effectively a company uses equity to generate profit. 14. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end of respective period/year. (Capital employed calculated as the aggregate value of total equity, total debt and reduced by Intangible assets) 15. Return on Assets (ROA) is calculated by dividing PAT by total assets. 16. Interest coverage ratio is calculated as EBIT divided by Finance cost 17. Fixed Asset Turnover Ratio is computed as revenue from operations divided by net fixed assets 18. Working Capital Days is derived from (Working Capital ÷ Sales) × 365. 19. Net Asset Value per Share is calculated as total assets reduced by total liabilities divided by the number of outstanding shares at the end of the year. SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD Except for certain corporate actions, such as the issuance and allotment of fully paid-up bonus shares and the authorization by the Board and shareholders to raise funds through an initial public offering, in the opinion of the Board of Directors, no circumstances have arisen since the date of the last financial statements disclosed in this Draft Red Herring Prospectus that materially or adversely affect, or are likely to affect, the business activities, profitability, asset values, or the Company’s ability to meet its material liabilities over the next twelve months. FACTORS AFFECTING OUR RESULT OF OPERATIONS Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors” on page 37. Our results of operations and financial conditions are affected by numerous factors including the following: 356External Factors 1. Raw Material Prices & Availability • Fluctuations in steel coil prices can significantly affect overall sales. Supply chain disruptions or shortages. 2. Market Demand & Cyclicality • Demand from key sectors: infrastructure, construction, automotive, water pipelines, oil & gas, furniture, etc. • Economic slowdowns leading to reduced steel consumption. 3. Competition & Industry Dynamics • Pricing pressure from integrated steel majors (JSW, Tata, SAIL) and regional players. • Import competition (cheap Chinese/other country steel). 4. Government Policies & Regulations • Import/export duties, anti-dumping duties, safeguard measures. • Infrastructure spending policies (boosting demand). • Environmental regulations (CPCB/TNPCB compliance, ZLD, etc.). 5. Exchange Rate Movements • Impact on imported raw materials (zinc, electrodes, spare parts). • Export competitiveness of finished goods. 6. Credit Availability & Interest Rates • Financing cost for working capital. • Availability of trade credit from suppliers or TReDS financing. 7. Global & Domestic Steel Prices • Volatility in benchmark prices (HRC, CRC, galvanized products). • International market trends impacting Indian realizations. 8. Geopolitical & Macroeconomic Risks • Wars, sanctions, pandemics (affecting both supply chain & demand). • Inflation and interest rate cycles. Internal Factors 1. Production Efficiency & Capacity Utilization • Plant utilization rates and downtime. • Yield losses, wastages, and breakdowns. 2. Product Mix & Value Addition • Sales of higher-margin products (GP/GC sheets, precision pipes) vs. low-margin (MS pipes, HR). • Ability to diversify into value-added downstream steel products. 3. Customer Base & Credit Risk • Concentration of customers (dependence on few large buyers). • Defaults or delayed payments from customers. 4. Working Capital Management • Inventory holding (raw material & finished goods). • Collection efficiency and receivable cycle. 3575. Operational Costs • Manpower costs, maintenance expenses. • Overheads and administrative costs. 6. Technology & Process Improvements • Adoption of cost-efficient production processes. • Investments in pollution control, automation, and energy efficiency. 7. Brand & Market Positioning • Recognition of “RK Steel” in the marketplace. • Long-term relationships with dealers, distributors, and institutional buyers. SIGNIFICANT ACCOUNTING POLICY SIGNIFICANT ACCOUNTING POLICY TO THE RESTATED FINANCIAL STATEMENTS 1. Basis of preparation (a) Statement of compliance to Ind AS The Restated Summary Statements of the Company comprise of Restated Summary Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Summary Statement of Profit and Loss (including Other Comprehensive Income/Loss), Restated Summary Statement of Changes in Equity and the Restated Summary Statement of Cash Flows for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 and the summary of material accounting policies and explanatory notes (‘Collectively Restated Summary Statements’); The Restated summary statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the Restated summary statements. These Restated Summary Statements have been prepared by the Management for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) in connection with the proposed initial public offering of equity shares of face value of Rs. 10 each of the Company (the “Issue”) in terms of the requirements of: (a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”); (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, issued by the Securities and Exchange Board of India (“SEBI”) as amended, from time to time in pursuance of the Securities and Exchange Board of India Act, 1992; 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 Company's restated Ind AS summary statements were approved for issue in accordance with a resolution of the directors on September 19, 2025. The Restated Summary Statements has been compiled from: (a) Audited IndAS financial statements of the company as at and for the year ended March 31, 2025 (b) Audited Ind AS converged financial statements as at and for the year ended March 31, 2024 and 2023 which was prepared under the previous generally accepted accounting principles followed in India (‘Previous GAAP or Indian GAAP’) on which proforma IND AS adjustments following accounting policies choices (both mandatory exceptions and optional exemptions) has been applied. The Restated summary statements have been prepared on a historical cost basis, except for the following 358assets and liabilities which have been measured at fair value: • certain financial assets and liabilities measured at fair value / amortised cost; and • defined benefits plans – plan assets measured at fair value The Restated summary statements are presented in Indian Rupees (₹) and all the values are rounded off to the nearest Lakhs up to two decimal places, unless otherwise stated. These restated Ind AS summary statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) prescribed under Section 133 of the Companies Act, 2013 ("the Act"), and presentation requirements of Division II of Schedule III of the Act (Ind AS compliant Schedule III), as applicable to the restated Ind AS summary statements. These restated Ind AS summary statements were authorised for issue by the Company's Board of Directors on September 19, 2025. (b) Changes in accounting policies and disclosures New and amended standards The accounting policies adopted and methods of computation followed are consistent with those of the previous financial year, except for items disclosed below: The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standard) Amendment Rules 2023 dated 31 March 2023 to amend the following Ind AS which are effective from 01 April 2023. Ind AS 1, Presentation of Financial Statements An entity shall disclose material accounting policy information. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements Ind AS 8, Accounting policies, Change in Accounting Estimates and Errors Definition of ‘change in account estimate’ has been replaced by revised definition of ‘accounting estimate’. As per revised definition, accounting estimates are monetary amounts in the financial statements that are subject to measurement uncertainty. An entity develops an accounting estimate to achieve the objective set out by the accounting policy. Developing accounting estimates involves the use of judgements or assumptions based on the latest available, reliable information. An entity may need to change an accounting estimate if changes occur in the circumstances on which the accounting estimate was based or as a result of new information, new developments or more experience. By its nature, a change in an accounting estimate does not relate to prior periods and is not the correction of an error. Deferred tax related to leases and decommissioning, restoration and similar liabilities Ind AS 12, Income Taxes, exempt an entity from recognising a deferred tax asset or liability in particular circumstances. Despite this exemption, an entity shall recognise a deferred tax asset—to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised—and a deferred tax liability for all deductible and taxable temporary differences associated with: (i) right-of-use assets and lease liabilities; and (ii) decommissioning, restoration and similar liabilities and the corresponding amounts recognised as part of the cost of the related asset. 359There were certain amendments to standards and interpretations which are applicable for the year ended 31 March, 2025, but either the same are not relevant or do not have an impact on the restated Ind AS summary statements of the Company. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. (c) Going Concern The Company has necessary resources which would enable it to meet its obligations as and when they fall due during the foreseeable future. These financial statements, therefore, do not include any adjustments relating to recoverability and classification of asset or to classification and amount of liabilities that may be necessary if the Company was unable to continue as a going concern. Accordingly, the financial statements have been prepared under the going concern assumption. (d) Functional and presentation currency These restated Ind AS summary statements are presented in Indian Rupees (Rs.), which is the functional currency and the currency of the primary economic environment in which the Company operates. All amounts are in Indian Rupees lakhs except share data and per share data, unless otherwise stated. (e) Basis of measurement The restated Ind AS summary statements have been prepared on the historical cost basis except for the following items: Certain financial assets and liabilities - Fair Value Net defined asset / liability - Fair Value of plan asset less present value of defined benefit obligation (f) Significant accounting judgement, estimates and assumptions In preparing these restated Ind AS summary statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. Judgments, assumptions and estimation uncertainties Information about critical judgments made in applying accounting policies, assumption and estimation uncertainties that have the most significant effects on the amounts recognised in the financial statements is included in: (a) Judgments Judgement is required in determining the lease term of contracts with extension and termination options - Company as a lessee. Judgement required in impairment assessment of financial assets. (b) Estimates and assumptions Estimation of the incremental borrowing rate used for accounting of leases - company as a lessee Measurement of useful life of property, plant and equipment. Fair value measurement of financial instruments. Deferred tax - Recognition of deferred tax asset on carried forward losses: availability of future 360taxable profit against which tax losses carried forward can be used Employee benefits expense, wages and bonus; key actuarial assumptions (g) Measurement of fair values The Company measures financial instruments, such as, investment in equity shares at fair value at each Restated Ind AS Summary Statement of Assets and Liabilities date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • In the principal market for the asset or liability, or • In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • 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). The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. 2. Summary of material accounting policies (a) Current versus non-current classification The Company presents assets and liabilities in the Restated Ind AS Summary Statement of Assets and Liabilities based on current/non-current classification. An asset is treated as current when it is: • Expected to be realised or intended to be sold or consumed in the normal operating cycle. • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period, or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is treated as current when : • It is expected to be settled in the normal operating cycle • It is held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period, or • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. 361The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle. (b) Property plant and equipment and Investment property (i) Property plant and equipment Under the previous GAAP (Indian GAAP), all assets were carried in the Restated Ind AS Summary Statement of Assets and Liabilities at cost, less accumulated depreciation and accumulated impairment losses, if any. On transition to Ind-AS, the Company has elected to continue with the carrying value for all of its property and equipment recognized as of April 01, 2022 (date of transition to Ind-AS) measured as per the previous GAAP and use that carrying value as its deemed cost as at the date of transition. Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, cost of replacing part of the plant and equipment, borrowing costs if the recognition criteria are met and directly attributable cost of bringing the asset to its location and condition necessary for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in statement of profit and loss as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Borrowing costs directly attributable to acquisition or construction of those Property, plant and equipment which necessarily take a substantial period of time to get ready for their intended use are capitalised. Other borrowing costs are expensed as incurred. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. Property, plant and equipment under installation or construction as at the Restated Ind AS Summary Statement of Assets and Liabilities date is shown as capital work-in-progress and advances paid towards the acquisition of property, plant and equipment outstanding at each Restated Ind AS Summary Statement of Assets and Liabilities date is classified as capital advance under other Non current assets. Depreciation is calculated on a Written Down Value method over the useful life and in the manner prescribed in Schedule II to the Act. However, where the Management’s estimate of the remaining useful life of the assets on a review subsequent to the time of acquisition is different, then depreciation is provided over the remaining useful life based on the revised useful life. As the nature and use of the solar plant is distinguishable from other plant and machinery, it is classified 362as a separate class of asset. To reflect the pattern in which the asset’s future economic benefits are expected to be consumed by the entity, it is depreciated under the Sraight Line method. Pursuant to this policy, Management’s estimates of useful life of the following assets are as follows: Category of assets Useful life estimated by management Building 30 years Leasehold improvements Lease term Plant & Machinery 15 years Furniture and Fixtures 10 years Computers 3 years Office equipmen 5 years Solar Plant 25 years Vehicles 8 years Pro-rata depreciation is provided on all Property, plant and equipment purchased or sold during the year. Property, plant & equipment are de-recognized when the entity transfers control of the same to the buyer. Further the entity also de-recognises property, plant & equipment when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the year of de-recognition. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. The cost incurred during ongoing capital projects, which are not ready for there intended use are disclosed as capital work in progress. (ii) Investment Property Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company, is classified as investment property. Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised. (c) Intangible assets Under the previous GAAP (Indian GAAP), all intangible assets were carried in the Restated Ind AS Summary Statement of Assets and Liabilities at cost, less accumulated amortisation and accumulated impairment losses, if any. On transition to Ind-AS, the Company has elected to continue with the carrying value for all of its intangible assets recognized as of April 01, 2022 (date of transition to Ind-AS) measured as per the previous GAAP and use that carrying value as its deemed cost as at the date of transition. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Amortization 363The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Cost of intangible assets under development as at the reporting date are disclosed as intangible assets under development. A summary of amortization policies applied to the Company’s intangible assets is as below: Category of assets Useful life estimated by management Computer software 3 years (d) Impairment of non-financial assets The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Company's of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. The Company bases its impairment calculation on detailed budgets and forecast calculations. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long term growth rate is calculated and applied to project future cash flows till perpetuity. Impairment losses of continuing operations are recognised in the statement of profit and loss. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss. Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset 364that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised 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. Leases A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Company as a lessee The Company, at the inception of a contract, assesses whether the contract is a lease or not lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a time in exchange for a consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset; (ii) the Company has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and (iii) the Company has the right to direct the use of the asset. Right-of-use assets The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any re-measurement of the lease liability. The right-of-use assets is depreciated using the straight- line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease or transition to Ind AS 116 “Leases”, whichever earlier. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently re-measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and re-measuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Company recognises the amount of the re- measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of- use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss. Lease payments associated with any other leases which falls outside the purview of Ind AS 116, short term leases and leases for which the underlying asset is of low value are charged to Statement of Profit 365and Loss on straight line basis over the lease term or another systematic basis which is more representative of the pattern of use of underlying asset. The Company has elected not to apply the requirements of Ind AS 116 Leases to short term leases of all assets that have a lease term of 12 months or less, except where it anticipates renewals and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. Transition to Ind AS 116 The Company accounted for its leases in accordance with Ind AS 116 from the date of initial application. (e) Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (k) Revenue from contracts with customers. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: (i) Financial assets at amortised cost (debt instruments) (ii) Financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and losses (debt instruments) (iii) Financial assets designated at fair value through OCI with no recycling of cumulative gains and 366losses upon derecognition (equity instruments) (iv) Financial assets at fair value through profit or loss Financial assets at amortised cost A ‘financial asset’ is measured at the amortised cost if both the following conditions are met: (a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and (b) 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. This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. The Company’s financial assets at amortised cost includes trade receivables. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are carried in the Restated Ind AS Summary Statement of Assets and Liabilities at fair value with net changes in fair value recognised in the statement of profit and loss. This category includes derivative instruments and listed equity investments which the Company had not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are recognised in the statement of profit and loss when the right of payment has been established. Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when: (i) The rights to receive cash flows from the asset have expired, or (ii) The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay. Impairment of financial assets The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the 367contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables and other financial assets, the company applies a simplified approach in calculating ECLs. Therefore, the company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The Company considers a financial asset in default when contractual payments are 365 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. In general,the Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables that is determined to be predictive of the risk of loss (including but not limited to past payment history, security by way of deposits, external ratings, audited financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement (f) Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments. Subsequent measurement For purposes of subsequent measurement, financial liabilities are classified in two categories: • Financial liabilities at fair value through profit or loss • Financial liabilities at amortised cost (loans and borrowings) Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. 368Gains or losses on liabilities held for trading are recognised in the profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Company has not designated any financial liability as at fair value through profit or loss. Financial liabilities at amortised cost (Loans and borrowings) This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings. Financial guarantee contracts Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less/cumulative amortisation. Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. 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 derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss. (g) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the Restated Ind AS Summary Statement of Assets and Liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. (h) Revenue recognition Revenue is recognized based on Ind AS 115, which states that revenue needs to be recognized when an entity transfers the control of goods and services to customers at an amount that the entity expects to be entitled. Ind AS 115 is based on a five-step model: 1) Identify the contract with the customer 2) Identify the performance obligations 3) Determine the transaction price 3694) Allocate the transaction price 5) Recognize revenue when (or as) performance obligations are satisfied Operating Income The Company derives revenues primarily from the sale of steel products. Revenue is recognized when control of the goods is transferred to the customer, which generally occurs upon delivery or as per agreement with the customers. The estimation of total production or costs involves significant judgment and is assessed continuously throughout the contract period to reflect any changes based on the latest available information. The Company recognises revenue at point in time. Any change in scope or price is considered as a contract modification. The Company accounts for variable considerations like, volume discounts, rebates and pricing incentives to customers as reduction of revenue on a systematic and rational basis over the period of the contract. Revenues are shown net of allowances/ returns, goods and services tax and applicable discounts and allowances. Interest Income For all debt instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension) but does not consider the expected credit losses. Interest income is included in finance income in the statement of profit or loss. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “finance income” in the statement of profit and loss. Dividend income Dividend income is recognized when the Company’s right to receive dividend is established by the reporting date. Contract balances Trade receivables A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Advance from Customers Advance from Customers is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs its obligation under the contract. (i) Foreign currencies Items included in the restated Ind AS summary statements of the Company are measured using the currency of the primary economic environment in which the entity operates (i.e. the “functional currency”). The Company's restated Ind AS summary statements are presented in Rs., which is also the Company's functional and presentation currency. Transactions and balances 370Foreign currency transactions are recorded on initial recognition in the functional currency using the exchange rate prevailing at the date of the transaction. However, for practical reasons, the 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 currencies are translated at the functional currency spot rates of exchange at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. Exchange differences arising on the settlement of monetary items or on reporting monetary items of Company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise. (j) Retirement and other employee benefits Retirement benefit in the form of Provident Fund and Pension Fund are defined contribution schemes. The Company recognizes contribution payable to the schemes as an expense which is charged to profit & loss, when an employee renders the related service. The Company has no obligation, other than the contribution payable to the fund. The Company operates a defined benefit plan for its employees for gratuity. The costs of providing benefits under this plan is determined on the basis of actuarial valuation at each year end using the projected unit credit method. Remeasurements, comprising of actuarial gains and losses, excluding amounts included in net interest on the net defined benefit liability (excluding amounts included in net interest on the net defined benefit liability), are recognised 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 the statement of profit and loss in subsequent periods. Past service costs are recognised in the statement of profit or loss on the earlier of: • The date of the plan amendment or curtailment and • The date that the company recognises related restructuring costs Interest is calculated by applying the discount rate to the defined benefit liability. The Company recognises the following changes in the defined benefit obligation as an expense in the statement of profit and loss: (i) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and (ii) Interest expense Expenses in respect of other Short-term benefits is recognised on the basis of the amount paid or payable for the period for which the services are rendered by the employees. (k) Taxes Current income tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities in accordance with the Income Tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss (either in OCI or in equity). Current tax items are recognised 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 considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment. 371Deferred tax Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences except: - where deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. - In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax 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 realised 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 recognised outside the statement of profit or loss is recognised outside the statement of profit or loss (either in OCI or in equity). Deferred tax items are recognised 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 to the same taxation authority. (l) Earnings Per Share (EPS) Basic EPS amounts are calculated by dividing the net profit/(loss) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, and bonus element in a rights issue that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit/(loss) for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options and warrants, except where the results would be antidilutive. (m) Provisions 372Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit or loss net off any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Onerous contracts A contract is considered to be onerous when the expected economic benefits to be derived by the Company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an 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. Before such a provision is made, the Company recognises any impairment loss on the assets associated with that contract. (n) Contingent liabilities A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the restated Ind AS summary statements unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent liabilities and commitments are reviewed by the management at each balance sheet date. (o) Inventories Inventories are valued at the lower of cost and net realisable value. Cost is computed on Weighted Average Method. Cost of finished goods, raw materials, stores, scraps and work-in-progress include all costs of purchases, conversion costs and other costs incurred in bringing the inventories to their present location and condition. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sale. (p) Cash and cash equivalents Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and deposits held at call with bank or NBFC, other short-term, highly liquid investments with original maturities of 3 months or less that are readily convertible to known amount of cash and which are subject to the insignificant risk of changes in value. (q) Restated Ind AS Summary Statement of Cash Flows Cash flows are reported using the indirect method, whereby net profit/ (loss) 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 Company are segregated. Bank overdrafts are classified as part of cash and cash equivalent, as they form an integral part of an entity’s cash management. 373For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management. RESULTS OF OUR OPERATIONS The following table sets forth certain information from restated statements of profit and loss for the Financial Years 2025, 2024 and 2023, the components of which are also expressed as a percentage of our total income for such periods: (amount ₹ in lakhs) Particulars For the % of For the % of For the % of year ended Total** year ended Total** year Total** March 31, March 31, ended 2025 2024 March 31, 2023 Income Revenue from Operations 1,14,779.33 99.49% 1,02,216.00 99.38% 84,744.25 98.68% Other income 593.72 0.51% 635.55 0.62% 1,136.15 1.32% T otal Income 1,15,373.05 100.00% 1,02,851.55 100.00% 85,880.40 100.00% Expenses Cost of materials consumed 95,131.16 82.45% 93,668.24 91.08% 78,053.83 90.88% Purchase of Stock - in – Trade 10,715.73 9.29% 1,874.52 1.82% - 0.00% Change in inventories of finished goods, 554.65 0.48% -2,999.70 -2.92% -196.24 -0.23% stock in trade, work-in progress, rejection and scrap Employee benefits expense 1,041.86 0.90% 886.42 0.86% 718.86 0.84% Finance costs 2,466.65 2.14% 2,093.69 2.04% 1,346.54 1.57% Depreciation and amortisation expense 895.28 0.78% 806.90 0.78% 653.68 0.76% Operating expenses 2,561.01 2.22% 3,005.88 2.92% 2,169.55 2.53% Other expenses 538.81 0.47% 460.82 0.45% 421.00 0.49% T otal expenses 1,13,905.15 98.73% 99,796.77 97.03% 83,167.22 96.84% R estated Profit before tax 1,467.90 1.27% 3,054.78 2.97% 2,713.18 3.16% Tax expense Current tax charge Deferred tax (credit) / charge T otal Tax expense 377.27 0.33% 784.37 0.76% 725.03 0.84% Restated Profit for the year 1,090.63 0.95% 2,270.41 2.21% 1,988.15 2.32% ** %Total refers to Total Income Components of our Profit and Loss Account Income Our total income comprises of revenue from operations and other income. Revenue from Operations Our revenue from operation as a percentage of our total income was 99.49%, 99.38% and 98.68% for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively. (₹ In Lakhs) For the year ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Sale of products - Domestic 1,14,779.33 1,02,172.73 84,494.11 Sale of products - Export - 43.27 250.14 Total 1,14,779.33 1,02,216.00 84,744.25 374Other Income Our Other Income primarily consists of Interest Income, Profit from sale of Investment Property, Balances written back and Net exchange gain on foreign exchange fluctuations. (₹ In Lakhs) Particulars For the year ended Fiscal Fiscal Fiscal 2025 2025 2025 Income on financial asset carried at fair value through profit or loss Gain on Fair Value Changes in Investments classified at FVTPL - - 1.16 Profit on sale of Equity shares - 0.49 - Income on financial assets carried at amortised cost Interest income 355.66 242.64 75.97 Other Non - Operating Income Reversal of Allowances for Expected Credit loss - - - Profit from sale of Investment Property 83.78 - - Balances written back 59.11 178.50 - Interest on Income tax refund 6.68 - - Profit on sale of fixed asset 4.42 - - Miscellaneous income - - 939.38 Gain on foreign currency transactions (net) 81.53 209.11 109.30 Discounts received 2.10 4.16 0.27 Agricultural income - - 4.90 Duty Drawback 0.43 0.65 5.17 Total 593.72 635.55 1,136.15 Expenditure Our total expenditure primarily consists of Employee benefits expense, Finance costs, Depreciation and amortisation expense, Operating expenses and Other expenses. Employee Benefit Expenses Our employee benefits expense comprises of Salaries and bonus, Directors' remuneration, Gratuity expense, Staff welfare expenses and Contribution to provident & other funds. (₹ In Lakhs) For the year ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Salaries and bonus 892.09 725.39 602.00 Directors' remuneration 78.00 101.50 70.80 Gratuity expense 37.02 29.75 22.56 Staff welfare expenses 32.92 27.47 12.04 Contribution to provident & other funds 1.84 2.31 11.46 Total 1,041.86 886.42 718.86 Finance costs Our Finance cost expenses comprise of Interest expense and Other borrowing costs. 375(₹ In Lakhs) For the year ended Particulars F iscal 2025 F iscal 2024 F iscal 2023 Interest expense - on term loans 1,972.94 593.33 228.22 - on working capital facilities 430.66 1,372.42 1,033.91 Other borrowing costs 63.04 127.94 84.41 Total 2,466.65 2,093.69 1,346.54 Depreciation and Amortization Expenses Depreciation and Amortization primarily include Depreciation on Property Plant and Equipment and Amortization of Intangible Asset & ROU asset. (₹ In Lakhs) For the year ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Depreciation of property, plant and equipment 883.01 793.44 648.29 Amortisation of intangible assets 6.88 8.07 - Amortisation of right of use assets 5.39 5.39 5.39 Total 895.28 806.90 653.68 Direct Expenses Direct Expenses primarily include Power and Fuel, Freight, Loading & Weighment charges and Wages. (₹ In Lakhs) For the year ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Power and fuel 889.29 795.59 742.55 Freight, Loading & Weighment charges 788.41 1,483.43 778.41 Wages 712.08 586.61 552.47 Rent 83.01 74.53 60.68 Water charges 59.67 51.79 16.24 Operating charges 23.06 7.40 9.55 Printing and Stationery 2.98 3.97 4.75 Communication 2.51 1.90 2.54 Packing charges - 0.66 2.36 Total 2,561.01 3,005.88 2,169.55 Other Expenses Other expenses primarily include Commission, Corporate social responsibility Expenses, Legal and professional charges, Travelling and conveyance, Repairs and Maintenance, Advertisement and sales promotion and Allowances for Expected Credit Loss (₹ In Lakhs) For the year ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Commission 67.58 38.85 69.08 Corporate social responsibility Expenses 54.81 45.55 30.87 Legal and professional charges 42.83 23.33 8.35 376For the year ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Audit Fees 5.00 4.30 3.00 Travelling and conveyance 47.81 39.95 33.21 Repairs and Maintenance (ii) Plant and machinery 35.02 67.84 42.47 (i) Building 23.24 85.37 71.28 (iv) Others 14.10 5.17 7.27 (iii) Vehicles 6.67 6.29 7.73 Advertisement and sales promotion 27.96 86.42 98.70 Security services 14.95 14.03 15.91 Insurance 14.45 19.42 15.72 Rates and taxes 36.53 11.43 11.02 Miscellaneous expenses 3.46 5.32 2.66 Subscription 2.78 2.10 3.14 Director Sitting Fees 2.50 - - Allowances for Expected Credit Loss 139.12 5.45 0.59 Total 538.81 460.82 421.00 Provision for Tax The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date. Fiscal 2025 Compared with Fiscal 2024 Revenue from Operations The Revenue from Operations of our company for Fiscal Year 2025 was ₹1,14,779.33 lakhs against ₹1,02,216.00 lakhs for Fiscal Year 2024. An increase of 12.30%. This increase was primarily due to Improved demand from end-user industries such as infrastructure, construction, water pipeline projects, and engineering applications led to higher off-take of our steel products. Our total sales in FY 25 was 1,45,562 MT compared to 1,30,434 MT in FY 24. There was an increase of 11.60 % in overall sales of Finished Goods in the company. Other Income The other income of our company for Fiscal Year 2025 was ₹593.72 lakhs against ₹635.55 lakhs for Fiscal Year 2024. A decrease of 6.59%. This decrease was primarily due to Despite gains in interest income and asset sales, the absence of ₹209.11 lakhs in exchange fluctuation income which was present in FY 2024 was the primary reason for the overall decline of ₹41.83 lakhs in Other Income. This suggests that the company had fewer foreign currency transactions or experienced less favorable exchange rate movements in FY 2025. Total Income The total income of our company for Fiscal Year 2025 was ₹1,15,373.05 lakhs against ₹1,02,851.55 lakhs for Fiscal Year 2024. An increase of 12.16%. This increase was primarily due to Improved demand from end-user industries such as infrastructure, construction, water pipeline projects, and engineering applications led to higher off-take of our steel products. 377Cost of Materials Consumed In Fiscal Year 2025, our cost of materials consumed was ₹95,131.16 lakhs against ₹93,668.24 lakhs in Fiscal Year 2024. An increase of 1.56%. This increase was primarily due to 1. Higher Production Volumes – Increased demand from key customer segments led to higher consumption of raw materials. 2. Change in Product Mix – A higher proportion of galvanized and value-added products resulted in increased consumption of zinc and other coating materials. 3. Fluctuations in Input Costs – Although global steel prices remained relatively stable, certain input costs (particularly zinc and consumables) witnessed firming trends during the year. Purchase of Stock-in-Trade In Fiscal Year 2025, purchase of stock-in-trade was ₹10,715.73 lakhs compared to ₹1,874.52 lakhs in Fiscal Year 2024. An increase of 471.65%. This increase was primarily due to 1. Expansion of Trading Segment – RK Steel actively expanded its trading operations by importing HR coils and supplying them to local buyers in Chennai and the surrounding regions. 2. Coil Sales Business in Chennai – The Company strategically took over the coil sales business in Chennai, strengthening its market presence and establishing itself as a reliable supplier in the region. This was done keeping in mind the difference in Raw Material price in India compared to other Countries. Due to high difference, RK Steel was able to take advantage of the same and supply RM to local dealers in Chennai. 3. Imports from Overseas Markets – RK Steel imported HR coils from countries such as Korea and China to cater to local dealer requirements, thereby contributing to higher stock-in-trade purchases. Change in Inventories of finished goods, stock in trade, work-in-progress, rejection and scrap In Fiscal Year 2025, our change in inventories of finished goods, stock in trade, work-in-progress, rejection and scrap was ₹554.65 lakhs against ₹-2,999.70 lakhs in Fiscal Year 2024. This change was primarily due to 1. Increase in Finished Goods Inventory – To meet the higher demand and improved sales momentum during the year, the Company maintained higher levels of finished goods inventory as compared to the previous year. 2. Improved Sales Performance – With revenue from operations increasing by 12.30% in Fiscal Year 2025, the Company aligned its inventory strategy to ensure uninterrupted supply and faster response to customer requirements. Employee Benefits Expense In Fiscal Year 2025, our company incurred employee benefits expense of ₹1,041.86 lakhs against ₹886.42 lakhs in Fiscal Year 2024. An increase of 17.52%. This increase was primarily due to Increased Manpower Requirement - The Company recruited additional skilled and unskilled manpower to support operations. Commissioning of New Capacity – RK Steel commissioned a new project consisting of 5 additional tube mills, which commenced operations in November 2024, leading to higher employee strength and related costs. Higher Gratuity and Retirement Provisions Gratuity provision rose from ₹0.71 Cr to ₹0.81 Cr, reflecting more eligible employees and actuarial adjustments Finance Costs The finance costs for Fiscal Year 2025 were ₹2,466.65 lakhs while they were ₹2,093.69 lakhs for Fiscal Year 2024. An increase of 17.83%. This increase was primarily due to Higher Inventory Holding – To support increased production and sales, the Company maintained higher levels of raw material and finished goods inventory, leading to higher working capital requirements. Imports of HR Coils – The Company imported HR coils from countries such as Korea and Vietnam to ensure raw material availability and maintain uninterrupted operations. These imports increased reliance on short-term 378borrowings, thereby resulting in higher interest costs. Increased Working Capital Needs :- With rising inventories and trade receivables, the company may have relied more on external financing to support operations. Depreciation and Amortisation Expense Depreciation and amortisation expense for Fiscal Year 2025 was ₹895.28 lakhs against ₹806.90 lakhs in Fiscal Year 2024. An increase of 10.95%. This increase was primarily due to commissioning of 5 additional tube mills in November 2024 and other related plant & machinery, which resulted in higher depreciation charge during the year. Operating Expenses Operating expenses in Fiscal Year 2025 were ₹2,561.01 lakhs compared to ₹3,005.88 lakhs in Fiscal Year 2024. A decrease of 14.80%. This decrease was primarily due to Better Cost Optimisation – Continuous monitoring and control of administrative and selling expenses resulted in savings during the year. Lower Repair & Maintenance Costs – Major repair and overhaul expenses incurred in Fiscal Year 2024 were not repeated at the same scale in Fiscal Year 2025. Improved Operational Efficiency – Higher capacity utilisation and streamlining of processes led to reduced per- unit overheads. Other Expenses In Fiscal Year 2025, our other expenses were ₹538.81 lakhs compared to ₹460.82 lakhs in Fiscal Year 2024. An increase of 16.93%. This increase was primarily due to 1. Higher Finance Costs – As a result of increased working capital requirements to support higher inventory and imports of raw materials, finance costs increased during the year. 2. Increase in Employee Salaries – Additional manpower recruited for the commissioning of 5 new tube mills and other operational requirements led to higher employee benefit expenses being reflected under other expenses. 3. We have provided ECL of 139.12 for debtors for more than 365 days. This has considerably increased our Other Expenses considerably. Restated Profit Before Tax Our company reported a restated profit before tax of ₹1,467.90 lakhs in Fiscal Year 2025 against ₹3,054.78 lakhs in Fiscal Year 2024. A decrease of 51.91%. This decrease was primarily due to 1. Decline in Selling Prices of Finished Goods – The Company faced a downward trend in market steel prices during the year, which led to lower realizations on sales of finished goods compared to Fiscal Year 2024. 2. Impact on Margins – Although revenue increased by 12.30%, the decrease in selling prices offset some of the gains, resulting in lower profitability. 3. Market Conditions – Overall steel market volatility and competitive pricing pressure contributed to the reduced PBT. Restated Profit for the Year Restated profit for the year in Fiscal Year 2025 was ₹1,090.63 lakhs against ₹2,270.41 lakhs for Fiscal Year 2024. A decrease of 51.95%. This decrease was primarily due to Sharp Increase in Cost of Materials Consumed FY 2025 saw a material cost of ₹95,131.16 lakhs, up from ₹93,668.24 lakhs in FY 2024—an increase of ₹ 1462.93lakhs. This was driven by higher raw material purchases and consumables, despite only modest growth in revenue. The company was forced to sell material at a lower rate giving the company lower margins. Hence there is a decrease in profit for FY 2025 when compared to FY 2024. Fiscal 2024 Compared with Fiscal 2023 379Revenue from Operations The Revenue from Operations of our company for Fiscal Year 2024 was ₹1,02,216.00 lakhs against ₹84,744.25 lakhs for Fiscal Year 2023. An increase of 20.62%. This increase was primarily due to: Strong Demand Across Segments Increased sales volumes in infrastructure steel, solar structures, and customized fabrication solutions, driven by government and private sector projects. Operational Efficiency Gains Inventory turnover improved, and short-term loans recovered, freeing up cash for faster production cycles. Other Income The other income of our company for Fiscal Year 2024 was ₹635.55 lakhs against ₹1,136.15 lakhs for Fiscal Year 2023. A decrease of 44.04%. This decrease was primarily due to the recoveries that were present in the previous year. Specifically: ● . ● Additionally, interest income and miscellaneous recoveries were lower due to reduced surplus cash and tighter working capital deployment. Total Income The total income of our company for Fiscal Year 2024 was ₹1,02,851.55 lakhs against ₹85,880.40 lakhs for Fiscal Year 2023. An increase of 19.79%. This increase was primarily due to Strong Demand Across Segments Increased sales volumes in infrastructure steel, solar structures, and customized fabrication solutions, driven by government and private sector projects Cost of Materials Consumed In Fiscal Year 2024, our cost of materials consumed was ₹93,668.24 lakhs against ₹78,053.83 lakhs in Fiscal Year 2023. An increase of 20.02%. This increase was primarily due to Strong Demand Across Segments Increased sales volumes in infrastructure steel, solar structures, and customized fabrication solutions, driven by government and private sector projects. This resulted in higher production volume. Total Sales volume in FY 2024 was 102,216 compared to 84,744.25MT in FY 2023. There is an increase in sales due to which Cost of material consumed also increased. Purchase of Stock-in-Trade In Fiscal Year 2024, purchase of stock-in-trade was ₹1,874.52 lakhs compared to Nil in Fiscal Year 2023. This increase was primarily due to the fact that RK Steel started trading in HR coils and other Steel Items to improve its overall sales volume. It started to import HR coils and other steel items into India and sell the same to dealers in Chennai and surrounding areas. Hence there is an increase in Stock in Trade value. Change in Inventories of finished goods, stock in trade, work-in-progress, rejection and scrap In Fiscal Year 2024, our change in inventories of finished goods, stock in trade, work-in-progress, rejection and scrap was ₹-2,999.70 lakhs against ₹-196.24 lakhs in Fiscal Year 2023. This change was primarily due to: Increase in Inventory Holdings Total inventories rose from ₹12,997.69 lakhs in FY 2023 to ₹14,633.61 lakhs in FY 2024—an increase of ₹1,635.92 lakhs (↑ 12.59%). This includes finished goods, work-in- progress, stock-in-trade, and scrap. Expanded Production and Trading Activity Revenue from operations increased by ₹17,471.75 lakhs (↑ 20.62%), necessitating higher buffer stock and raw material reserves to support faster order fulfillment and trading cycles. Strategic Stock Positioning The buildup reflects a deliberate strategy to maintain inventory readiness 380for large institutional orders and seasonal demand surges, especially in infrastructure and solar segments. Capex-Driven Output Expansion Property, Plant & Equipment grew from ₹4,745.58 lakhs to ₹8,148.50 lakhs (↑ ₹3,402.92 lakhs), enabling higher production capacity and resulting in greater work- in-progress and finished goods accumulation. Employee Benefits Expense In Fiscal Year 2024, our company incurred employee benefits expense of ₹886.42 lakhs against ₹718.86 lakhs in Fiscal Year 2023. An increase of 23.33%. This increase was primarily due to enhanced machine utilization, which stemmed from a notable improvement in sales volumes. As operational throughput expanded to meet rising demand, workforce engagement intensified across production, quality control, and logistics functions. Finance Costs The finance costs for Fiscal Year 2024 were ₹2,093.69 lakhs while they were ₹1,346.54 lakhs for Fiscal Year 2023. An increase of 55.48%. This increase was primarily due to Higher Sales and Trading Volumes The company’s revenue from operations rose by 20.62%, necessitating greater working capital to support procurement, production, and logistics cycles. Expanded Trading Activities Increased throughput in raw material and finished goods trading led to higher short-term borrowings, directly impacting interest outflows. Rise in Debtors Outstanding Trade receivables increased from ₹8,127.09 lakhs in FY 2023 to ₹9,438.46 lakhs in FY 2024—an uptick of ₹1,311.37 lakhs (16.13%). This reflects extended credit terms to institutional clients and higher billing volumes, which in turn required additional financing to bridge the receivables cycle. Depreciation and Amortisation Expense Depreciation and amortisation expense for Fiscal Year 2024 was ₹806.90 lakhs against ₹653.68 lakhs in Fiscal Year 2023. An increase of 23.44%. This increase was primarily due to capitalisation of our solar plant, which significantly expanded our fixed asset base. As per the balance sheet, Property, Plant & Equipment rose from ₹4,151.43 lakhs in FY 2023 to ₹6,404.59 lakhs in FY 2024—an increase of ₹2,253.16 lakhs, or 54.27%. The solar installation not only enhances our energy efficiency and sustainability profile but also reflects our strategic investment in long-term operational resilience. The higher depreciation charge is a direct outcome of this forward-looking infrastructure expansion. Operating Expenses Operating expenses in Fiscal Year 2024 were ₹3,005.88 lakhs compared to ₹2,169.55 lakhs in Fiscal Year 2023. An increase of 38.54%. This increase was primarily due to: Higher Sales Volume Revenue from operations rose from ₹84,744.25 lakhs in FY 2023 to ₹1,02,216.00 lakhs in FY 2024—an increase of ₹17,471.75 lakhs (20.62%). This scale-up required additional logistics, manpower, and support services. Increased Trading Activities The surge in raw material procurement and finished goods turnover led to higher freight, packaging, and handling costs. Rise in Employee Benefit Expenses Employee costs rose from ₹718.86 lakhs to ₹886.42 lakhs—an increase of ₹167.56 lakhs (23.33%)—driven by better machine utilization and expanded production shifts. Expansion in Fixed Assets Property, Plant & Equipment grew from ₹4,151.43 lakhs in FY 2023 to ₹6,404.59 lakhs in FY 2024—an increase of ₹2,253.16 lakhs, or 54.27%., indicating broader operational infrastructure and associated maintenance costs. 381Growth in Inventory Holding Inventories rose from ₹12,997.69 lakhs to ₹14,633.61 lakhs (↑ ₹1,635.92 lakhs), requiring additional warehousing, insurance, and stock management expenses. Other Expenses In Fiscal Year 2024, our other expenses were ₹460.82 lakhs compared to ₹421.00 lakhs in Fiscal Year 2023. An increase of 9.44%. This increase was primarily due to Repairs and Maintenance rose by ₹35.92 lakhs, largely due to increased investment in plant and building upkeep—likely tied to operational scaling or preventive maintenance. Legal and professional charges saw a ₹14.98 lakh jump, possibly reflecting expanded advisory services, compliance, or strategic consulting. Mobility-related costs (Travelling, Conveyance, and Vehicles) increased by ₹6.74 lakhs, suggesting higher business development activity or inter-site coordination. The rest of the categories remained flat or saw marginal increases due to increased demand from the customers resulting in higher production volume and sales. Restated Profit Before Tax Our company reported a restated profit before tax of ₹3,054.78 lakhs in Fiscal Year 2024 against ₹2,713.18 lakhs in Fiscal Year 2023. An increase of 12.60%. This increase was primarily due to: Revenue Growth Revenue from operations rose from ₹84,744.25 lakhs to ₹1,02,216.00 lakhs—an increase of ₹17,471.75 lakhs (20.62%), providing a stronger base for profitability. Inventory Efficiency Inventories increased from ₹12,997.69 lakhs to ₹14,633.61 lakhs (↑ ₹1,635.92 lakhs), supporting higher production and sales volumes without proportionate cost escalation. Equity Expansion Reserves and surplus grew from ₹8,703.38 lakhs to ₹10,980.50 lakhs (↑ ₹2,277.12 lakhs), reflecting retained earnings and premium from rights issue—strengthening the company’s financial position. Strategic Capex Property, Plant & Equipment rose from ₹4,151.43 lakhs to ₹6,404.59 lakhs (↑ ₹2,253.16 lakhs), including the solar plant installation—enhancing operational efficiency and long-term cost savings. Deferred Tax Optimization A deferred tax asset in FY23 ₹16.68 was converted into deferred tax liability in FY 24 for ₹229.62 — indicating a shift in tax treatment that helped smoothen the net tax impact. Restated Profit for the Year Restated profit for the year in Fiscal Year 2024 was ₹2,270.41 lakhs against ₹1,988.15 lakhs for Fiscal Year 2023. An increase of 14.21%. This increase was primarily due to 382Revenue Growth Revenue from operations rose from ₹84,744.25 lakhs to ₹1,02,216.00 lakhs—an increase of ₹17,471.75 lakhs (↑ 20.62%), providing a stronger base for profitability. Controlled Expense Growth Total expenses increased by 19.96% (₹99,796.77 lakhs vs ₹83,167.22 lakhs), which was proportionally lower than the revenue growth—preserving operating margins. Higher Depreciation from Asset Expansion Depreciation rose from ₹653.68 lakhs to ₹806.90 lakhs (↑ ₹153.22 lakhs or 23.44%) due to capitalisation of the solar plant and other fixed assets (PPE increased by ₹3,402.92 lakhs). Finance Cost Absorption Finance costs increased by ₹747.15 lakhs (₹2,093.69 lakhs vs ₹1,346.54 lakhs), but were offset by improved operating profit and working capital efficiency. Cash Flows (Amount ₹ in lakhs) Fiscals Particulars 2025 2024 2023 Net Cash from / (used in) Operating Activities (4,462.58) (2,752.16) (2,318.79) Net Cash from / (used in) Investing Activities (3,889.92) (375.00) (6,138.32) Net Cash from / (used in) Financing Activities 5,326.51 1,749.26 8,855.78 Cash Flows from Operating Activities 1. For the year ended March 31, 2025, Net cash flow used in operating activities was ₹4,462.58 Lakhs. This comprised Profit before tax of ₹1,467.90 Lakhs, which was primarily adjusted for Depreciation and amortisation expense of ₹895.28 Lakhs, Interest income on fixed deposits of ₹355.66 Lakhs, Balances written back of ₹59.11 Lakhs, Profit from sale of investment property of ₹83.78 Lakhs and Finance costs of ₹2,466.65 Lakhs. The resultant operating profit before working capital changes was ₹4,331.26 Lakhs, which was primarily adjusted for increase in inventories of ₹6,273.88 Lakhs, increase in trade receivables of ₹6,461.52 Lakhs, increase in other assets of ₹1,126.17 Lakhs, increase in other financial assets of ₹3.18 Lakhs, increase in trade payables of ₹5,337.84 Lakhs, increase in provisions of ₹19.46 Lakhs, increase in other liabilities of ₹68.65 Lakhs and decrease in other financial liabilities of ₹52.19 Lakhs. Cash used in operations was ₹4,159.71 Lakhs, which was further increased by Net income taxes paid of ₹302.85 Lakhs, resulting in Net cash flow used in operating activities of ₹4,462.58 Lakhs. 2. For the year ended March 31, 2024, Net cash flow generated from operating activities was ₹2,752.16 Lakhs. This comprised Profit before tax of ₹3,054.78 Lakhs, which was primarily adjusted for Depreciation and amortisation expense of ₹806.90 Lakhs, Interest income on fixed deposits of ₹242.64 Lakhs, Balances written back of ₹178.50 Lakhs and Finance costs of ₹2,093.69 Lakhs. The resultant operating profit before working capital changes was ₹5,534.23 Lakhs, which was primarily adjusted for increase in inventories of ₹1,635.92 Lakhs, increase in trade receivables of ₹1,311.36 Lakhs, decrease in other assets of ₹2,573.80 Lakhs, increase in other financial assets of ₹4.49 Lakhs, decrease in trade payables of ₹1,492.95 Lakhs, increase in provisions of ₹44.50 Lakhs, increase in other liabilities of ₹159.79 Lakhs and decrease in other financial liabilities of ₹104.40 Lakhs. Cash generated from operations was ₹3,763.20 Lakhs, which was reduced by Net income taxes paid of ₹1,011.03 Lakhs, resulting in Net cash flow generated from operating activities of ₹2,752.16 Lakhs. 3. For the year ended March 31, 2023, Net cash flow used in operating activities was ₹2,318.79 Lakhs. This comprised Profit before tax of ₹2,713.18 Lakhs, which was primarily adjusted for Depreciation and amortisation expense of ₹653.68 Lakhs, Interest income on fixed deposits of ₹75.97 Lakhs, Fair value gain in investments of ₹1.16 Lakhs and Finance costs of ₹1,346.54 Lakhs. The resultant operating profit before working capital changes was ₹4,636.29 Lakhs, which was primarily adjusted for increase in inventories of ₹5,110.42 Lakhs, decrease in trade receivables of ₹966.58 Lakhs, increase in other assets 383of ₹2,066.50 Lakhs, increase in other financial assets of ₹19.63 Lakhs, decrease in trade payables of ₹476.13 Lakhs, increase in provisions of ₹35.44 Lakhs, decrease in other liabilities of ₹86.09 Lakhs and increase in other financial liabilities of ₹469.21 Lakhs. Cash used in operations was ₹1,651.25 Lakhs, which was further increased by Net income taxes paid of ₹667.54 Lakhs, resulting in Net cash flow used in operating activities of ₹2,318.79 Lakhs. Cash Flows from Investing Activities 1. For the year ended March 31, 2025, net cash used in investing activities was ₹3,889.92 Lakhs. This primarily comprised Purchases of property, plant and equipment (including CWIP), intangible assets, right-of-use assets and investment property of ₹2,024.43 Lakhs, Investment in bank deposits of ₹3,040.00 Lakhs, Proceeds on sale of property, plant and equipment and investment property of ₹113.35 Lakhs, Maturity of bank deposits of ₹40.00 Lakhs, Maturity of margin deposits of ₹624.73 Lakhs, Purchase of investments of ₹25.20 Lakhs, Proceeds from sale of investments of ₹83.78 Lakhs and Interest received of ₹337.85 Lakhs. 2. For the year ended March 31, 2024, net cash used in investing activities was ₹375.00 Lakhs. This primarily comprised Purchases of property, plant and equipment (including CWIP) of ₹7,685.81 Lakhs, Proceeds on sale of property, plant and equipment and investment property of ₹5,705.83 Lakhs, Investment in bank deposits of ₹40.00 Lakhs, Maturity of bank deposits of ₹1,712.16 Lakhs, Investment in margin deposits of ₹738.12 Lakhs, Maturity of margin deposits of ₹1,044.40 Lakhs, Proceeds from sale of investments of ₹34.59 Lakhs and Interest received of ₹204.51 Lakhs. 3. For the year ended March 31, 2023, net cash used in investing activities was ₹6,138.32 Lakhs. This primarily comprised Purchases of property, plant and equipment (including CWIP) of ₹5,145.84 Lakhs, Proceeds on sale of property, plant and equipment and investment property of ₹773.67 Lakhs, Investment in bank deposits of ₹1,712.16 Lakhs, Investment in margin deposits of ₹308.71 Lakhs, Maturity of margin deposits of ₹438.45 Lakhs, and Interest received of ₹75.75 Lakhs. Cash Flows from Financing Activities 1. For the year ended March 31, 2025, net cash from financing activities was ₹5,326.51 Lakhs. This predominantly comprised Proceeds from borrowings of ₹17,555.68 Lakhs, Repayment of borrowings of ₹9,762.52 Lakhs and Finance costs paid of ₹2,466.65 Lakhs. 2. For the year ended March 31, 2024, net cash from financing activities was ₹1,749.26 Lakhs. This predominantly comprised Proceeds from borrowings of ₹21,775.57 Lakhs, Repayment of borrowings of ₹17,789.12 Lakhs and Finance costs paid of ₹2,237.19 Lakhs. 3. For the year ended March 31, 2023, net cash from financing activities was ₹8,855.78 Lakhs. This predominantly comprised Proceeds from borrowings of ₹23,372.22 Lakhs, Repayment of borrowings of ₹13,949.43 Lakhs, Proceeds from issuance of share capital of ₹636.03 Lakhs and Finance costs paid of ₹1,203.03 Lakhs. Indebtedness (₹ in Lakhs) As At Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Secured Working capital loan from banks 24,254.38 18,546.12 13,169.26 Working capital loan from NBFC 4,024.22 13.20 786.51 Current maturities of long-term borrowings 2,338.29 2,197.28 1,446.17 Term Loans from bank 3,600.61 5,043.79 6,219.50 Unsecured Loans from related party 316.72 596.62 0.19 384Loan from others - 4.84 4.84 Loans from body corporates 575.00 725.00 725.00 Loan from banks - Unsecured - 189.24 978.18 TOTAL 35,109.22 27,316.09 23,329.65 Capital expenditures Our capital expenditure primarily relates to the purchase of property, plant and equipment (including Land, Building, computers, furniture and other fixtures, vehicles, office equipment, Plant & Machinery and Solar Plant). The following table sets forth details on our capital expenditures in relation to property, plant and equipment (Tangible assets) and capital WIP for the periods indicated: (₹ in Lakhs) As at Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Property, Plant & Equipment (Tangible Assets) 2,326.10 3,050.38 2,377.09 Addition Capital WIP 93.3 4,627.11 1.25 Total Capex 2,419.40 7,677.49 2,378.34 (₹ In Lakhs) As at Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Disposals 40.23 10.12 297.66 Total Disposals 40.23 10.12 297.66 Related Party Transactions We enter into various transactions with related parties in the ordinary course of business. During the year, we paid interest on loans to Mr. Pramod Kumar Bhalotia, Mr. Abhishek Bhalotia, Mrs. Beena Bhalotia, and Mrs. Dolly Bhalotia. Rent expenses were incurred with Mr. Pramod Kumar Bhalotia. Salary, wages, and bonus were paid to Mr. Pramod Kumar Bhalotia, Mr. Priyank Bhalotia, Mrs. Beena Bhalotia, Mrs. Dolly Bhalotia, Mr. Sanjay Bhalotia, Ms. Snasitya Priya, and Mr. Abhishek Bhalotia. Loans were received during the year from Mr. Abhishek Bhalotia, Mr. Pramod Kumar Bhalotia, Mrs. Beena Bhalotia, Mrs. Dolly Bhalotia, and S Md. F Fazlullah Basha, and loans were also repaid to these parties during the year. Further, certain loans were converted into equity shares in favour of Mr. Abhishek Bhalotia and Mrs. Dolly Bhalotia. Director remuneration was paid to Mr. Pramod Kumar Bhalotia, Mr. Abhishek Bhalotia, and Mrs. Dolly Bhalotia. Advances were repaid and received from M/s Mayank Marketing Pvt. Ltd. The outstanding balances with related parties as of March 31, 2025 primarily relate to interest, remuneration, salaries, loans, rent, and advances, all of which are disclosed in the notes to our Restated Financial Statements. Contingent liabilities & Commitments (₹ in Lakhs) As at Fiscal As at Fiscal As at Fiscal Particulars 2025 2024 2023 Contingent Liabilities: TDS default summary 3.77 2.63 1.60 Income Tax demands u/s 143(1)(a) 0.74 0.74 0.74 Goods and Service tax 0.25 - - Total 4.76 3.37 2.34 385The discrepancies in TDS are under review, and appropriate corrective measures are being taken. The outcome and financial impact of these discrepancies are uncertain and contingent upon the assessment by the Income Tax Department. Demands disputed by the Company and appeals filed against these disputed demands are pending before respective appellate authorities. Outflows, if any, arising out of these claims would depend on the outcome of the decision of the appellate authorities and the Company’s rights for future appeals. Legal Cases The company is currently involved in a dispute over the ownership of land (Orrikottai and Chinnapattu village) purchased in good faith from a previous owner. The dispute concerns the title to the land, and the company is defending its legal claim. The outcome of the dispute is uncertain, and while no provision has been made at this stage, the company is disclosing this matter as a contingent liability due to the potential for an adverse outcome, which is.immaterial. Legal counsel is actively managing the matter. Corporate Social Responsibility: The Company has constituted a CSR committee in accordance with the provisions of the Companies Act, 2013. The focus of CSR activities of the Company comprise promotion of healthcare, education, gender equality, ensuring environment sustainability, training for rural sports and rural development objects. The amount required to be spent towards the CSR activities as per Section 135 and the CSR activities undertaken by the Company is given below: (₹ in Lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Average net profit of the Company for last three financial years. 2740.27 2277.47 1543.63 Prescribed CSR Expenditure (two per cent of the amount of above, to be spent). 54.81 45.55 30.87 Details of CSR spent during the financial year (a) Total amount spent for the financial year 54.76 45.57 30.80 (b) Amount unspent, if any; (0.05) 0.02 (0.07) Movement of CSR Provisions Opening Provision for the year 0.05 0.07 - Add: Provision for the year/Period 54.81 45.55 30.87 Less: Paid during the year (54.76) (45.57) (30.80) Shortfall at the end of the year 0.10 0.05 0.07 Financial Risk Management The company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these liabilities is to finance the company’s operations. The principal financial assets include loans, investments, security deposits, trade and other receivables, inter-corporate deposits, and cash and cash equivalents that are derived directly from its operations. The company's activities expose it to market risk, credit risk, and liquidity risk. The company's management oversees the management of these risks and works to minimize potential adverse effects on its financial performance. A. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk includes interest rate risk and foreign currency risk. The sensitivity analysis below relates to the position as of March 31, 2025, 2024, and 2023. (i) Interest rate risk management 386Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company’s exposure to the risk of changes in market interest rates is primarily related to its debt obligations with floating interest rates in the form of Term loans. The following table provides a break-up of the Company’s floating and fixed rate borrowings: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Long term debts from Banks and NBFC 3,600.61 5,043.79 6,219.50 Current Maturities of long term debts 2,338.29 2,197.28 1,446.17 Unsecured Loan - From Bank - 189.24 978.18 - From Related parties and others 316.72 596.62 0.19 - From Body Corporates 575.00 725.00 725.00 Loan from others - 4.84 4.84 Working Capital Loans from Banks 24,254.38 18,546.12 13,169.26 Working Capital Loans from NBFC 4,024.22 13.20 786.51 Total of the above borrowings bearing fixed rate 4,422.07 1,383.19 765.26 of interest Total of the above borrowings bearing variable 30,687.15 25,932.90 22,564.39 rate of interest % of Borrowings out of above bearing variable 87.40% 94.94% 96.72% rate of interest If interest rates had been 100 basis points higher or lower, with all other variables held constant, the Company’s profit after tax would have decreased or increased, respectively. These effects are primarily attributable to the company's exposure to variable rate borrowings and are summarized in the table below. (₹ Lakhs) Risk Type Change Impact on Profit After Fiscal Fiscal Fiscal Assumed Tax / Loss 2025 2024 2023 Interest Rate Risk +100 bps Decrease 229.63 194.06 168.85 (Variable -100 bps Increase 229.63 194.06 168.85 borrowings) (ii) Foreign currency risk management Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The following table shows foreign currency exposures in USD on financial instruments at the end of the reporting period. Particulars As at Fiscal 2025 As at Fiscal 2024 As at Fiscal 2023 Foreign Amount Foreign Amount Foreign Amount currency currency currency Trade - - - - - - receivables Advances from - - ₹66,28,511 ₹65,33,114 Customers $79,497.62 $79,497.62 .56 .41 A 1% depreciation of the INR against the USD would decrease the profit after tax and a 1% appreciation would increase the profit after tax by the same amounts. The effects of these sensitivities are summarized in the table below. Risk Type Change Assumed Impact on Profit Fiscal 2025 Fiscal 2024 Fiscal 2023 After Tax / Loss 387Foreign INR depreciates 1% Decrease - 0.496 0.489 Currency Risk (USD e xposure) INR appreciates 1% Increase - 0.496 0.489 The company does not have any unhedged foreign currency exposure except for those disclosed above. The foreign currency risk sensitivity is based on the closing balance of trade receivables and advances from customers in foreign currency. B. Credit risk Credit risk is the risk that a counterparty will not meet its obligation under a financial instrument or customer contract, leading to financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and from its investing activities, including deposi1ts with banks and NBFC and other financial instruments. The maximum exposure to credit risk as at the reporting date is primarily from trade receivables amounting to March 31, 2025: Rs. 145.17 Lakhs, March 31, 2024: Rs. 6.04 Lakhs and March 31, 2023: ₹0.59 lakhs. (i) Trade receivables The movement in allowance for impairment in respect of trade receivables during the year was as follows: Particulars As at Fiscal 2025 As at Fiscal 2024 As at Fiscal 2023 Opening balance 6.05 0.59 - Reversed during the year 139.12 5.45 0.59 Provision during the year - - - Closing balance 145.17 6.04 0.59 (ii) Security deposit There is no significant concentration of credit risk, and no single vendor accounted for more than 10% of the total deposits as of March 31, 2025, 2024 and 2023. (iii) Other financial assets The company holds margin money of March 31, 2025: Rs. 120 lakhs, March 31, 2024: Rs. 744.74 lakhs, and March 31, 2023: Rs. 438.45 lakhs. The fixed deposits with the bank in March 31, 2025: Rs. 4540 Lakhs, March 31, 2024: Rs. 4566.26 lakhs, and March 31, 2023: Rs. 2112.16 lakhs. The cash and cash equivalents and fixed deposits with the bank are mainly held with scheduled banks which are highly regulated. C. Liquidity risk Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions. The table below summarizes the maturity profile of the company’s financial liabilities based on undiscounted contractual payments: Particulars Carrying Contractual cash flows value Less than 1 1 year to 5 More than 5 Total year years years As at Fiscal 2025 Borrowings - 3,600.61 - 3,600.61 - 3,600.61 388Non current Borrowings - 31,508.61 31,508.61 - - 31,508.61 Current Trade payables 5,967.40 5,967.40 - - 5,967.40 Other current 551.18 551.18 - - 551.18 financial liabilities Total 41,627.80 38,027.19 3,600.61 - 41,627.80 As at Fiscal 2024 Borrowings - 5,043.79 - 5,043.79 - 5,043.79 Non current Borrowings - 22,272.30 22,272.30 - - 22,272.30 Current Trade payables 688.66 686.95 1.71 - 688.66 Other current 482.54 482.54 - - 482.54 financial liabilities Total 28,487.29 23,441.79 5,045.50 - 28,487.29 As at Fiscal 2023 Borrowings - 6,219.50 - 6,219.50 - 6,219.50 Non current Borrowings - 17,110.15 17,110.15 - - 17,110.15 Current Trade payables 2,360.08 549.96 1,808.40 - 2,358.36 Other current 730.44 730.44 - - 730.44 financial liabilities Total 26,420.16 18,390.55 8,027.90 - 26,418.45 Off-Balance Sheet Items We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements. Reservations, Qualifications and Adverse Remarks In the examination report there is no reservation, qualifications and adverse remarks. Material Frauds There are no material frauds, as reported by our statutory auditors, committed against our Company, in the last three Financial Years OTHER MATTERS 1. Unusual or infrequent events or transactions As on date, there have been no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses. 2. Significant economic changes that materially affected or are likely to affect income from continuing Operations Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in ‘Factors Affecting our Results of Operations’ and the uncertainties described in the section entitled “Risk Factors” beginning on page 37. To our knowledge, 389except as we have described in the Draft Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes. 3. Known trends or uncertainties that have/had or are expected to have a material adverse impact on revenue or income from continuing operations Apart from the risks as disclosed under Chapter titled “Risk Factors” beginning on page 37, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations. 4. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known Other than as described in chapter titled “Risk Factors” on page 37 and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue. 5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices. Our business has been impacted by the trends outlined above and is expected to remain influenced by these trends and the uncertainties detailed in the “Risk Factors” section on page 37. The changes in revenue over the past three Fiscals are discussed in the section “Results of Operations” mentioned earlier. 6. Total turnover of each major industry segment in which the issuer company operated. Relevant Industry data and, as available, has been included in the chapter titled “Industry Overview” beginning on page 144. 7. Status of any publicly announced new products or business segment. Our Company has not announced any new services and segment / scheme, other than disclosure in this Draft Red Herring Prospectus. 8. The extent to which business is seasonal. Our business does not depend to a larger certain extent on the seasonal, environmental and climate changes. Hence, our business is not seasonal in nature. 9. Any significant dependence on a single or few suppliers or customers. We generate a major portion of revenues from our top 10 customers. Please refer “Risk Factors – We derived 34.78%, 35.01%, and 41.57% of our revenue from operations from our top 10 customers in Fiscals 2025, 2024 and 2023 respectively, and we do not have long-term contracts with all of these customers. The loss of one or more such customers or any reduction in their purchases could adversely affect our business, results of operations, cash flows and financial condition” on page 40. 10. Competitive conditions: We operate in an increasingly competitive market, and our financial performance and results of operations are sensitive to competitive pricing and other market factors. Rising competition may lead to pricing pressures from our customers, shrinking profit margins, loss of market share, or an inability to improve our market position, all of which could significantly harm our business. The market in which we operate is fragmented and fairly competitive. We face competition from manufacturers, traders, suppliers, of construction machines across both organized and unorganized sectors. We compete primarily on the basis of the quality of our machines, customer satisfaction and marketing. Thus, some 390of our competitors may have certain other advantages over us, including established track record, superior products offerings, larger portfolio of machines and greater market penetration, which may allow our competitors to better respond to market trends. They may also have the ability to spend more aggressively on marketing initiatives and may have more flexibility in responding to changing business and economic conditions than we do. Also, see “Risk Factors – We operate in a highly competitive business environment, and competition from existing players and new entrants, coupled with consequent pricing pressures, could adversely affect our growth, financial condition, and results of operations” on page 55. Also see, “Our Business” and “Industry Overview” on pages 203 and 144. 391SECTION VI – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated in this section, there are no outstanding: (a) criminal proceedings; (b) actions by statutory or regulatory authorities; (c) claims relating to direct and indirect taxes; or (d) Material Litigation (as defined below); involving our Company, its Directors, the Promoters, its KMPs, its SMPs and the Group Companies ("Relevant Parties"). Further, there are no disciplinary actions (including penalties) imposed by SEBI or the Stock Exchanges against our Promoters in the last five (5) FYs, including any outstanding action. For the purpose of material litigation in (d) above, our Board in its meeting held on June, 3 2025, has considered and adopted the following policy on materiality for identification of material outstanding litigation involving the Relevant Parties (“Materiality Policy”). In accordance with the Materiality Policy, all outstanding litigation, including any litigation involving the Relevant Parties, other than criminal proceedings and actions by regulatory authorities and statutory authorities, will be considered material if: (i) the omission of an event or information, whose value or the expected impact in terms of value exceeds the limits as prescribed under the SEBI Listing Regulations (as amended from time to time) i.e.: a) two percent of turnover, as per the last annual restated financial statements of the Company; or b) two percent of net worth, except in case of the arithmetic value of the networth is negative, as per the last annual restated financial statements of the Company; or c) five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated financial statements of the Company. Accordingly, any transaction exceeding the lower of i, ii or iii above will be considered for the above purpose; or (ii) where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in individual litigation does not exceed the amount determined as per clause (i) above, and the amount involved in all of such cases taken together exceeds the amount determined as per clause (i) above; and (iii) any such litigation which does not meet the criteria set out in (i) above and an adverse outcome in which would materially and adversely affect the operations or financial position of the Company. In terms of the materiality policy above any litigations (apart from (a) criminal proceedings; (b) actions by statutory or regulatory authorities and (c) claims relating to direct and indirect taxes), the monetary value of which or the adverse impact resulting from such litigation exceeds ₹95.71 Lakhs shall be considered Material Litigation. It is clarified that for the above purposes, pre-litigation notices received by Relevant Parties, unless otherwise decided by our Board, are not evaluated for materiality until such time that the Relevant Parties are impleaded as defendants in litigation proceedings before any judicial forum. Except as stated in this Section, there are no outstanding material dues to creditors of our Company. For this purpose, our Board has considered and adopted a policy of materiality for identification of material outstanding dues to creditors by way of its resolution dated June 3, 2025. In terms of the materiality policy, creditors of our Company to whom amounts outstanding dues to any creditor of our Company exceeding 5% of Trade Payables as per the Restated Financial Statements of our Company disclosed in this Draft Red Herring Prospectus, would be considered as material creditors. The trade payables of our Company as on March 31, 2025 were ₹5,967.40 Lakhs. Details of outstanding dues to micro, small and medium enterprises and other creditors separately giving details of number of cases and amount involved, shall be uploaded and disclosed on the website of the Company as required under the SEBI ICDR Regulations. For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information available with our Company regarding the status of the creditor as defined under the Micro, Small and Medium 392Enterprises Development Act, 2006 as amended, read with the rules and notification thereunder, as amended, as has been relied upon by the Statutory Auditors. Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring Prospectus. All terms defined in a particular litigation disclosure pertains to that litigation only. I. Litigation involving our Company. A. Litigation filed against our Company. 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities Nil 3. Material civil proceedings Nil B. Litigation filed by our Company. 1. Criminal proceedings Nil 2. Material civil proceedings R.K. Steel Manufacturing Company Limited vs Sree Porkalli Steels and Biju Lalu – STC/PC/1204/2024 R.K. Steel Manufacturing Company Limited (“Complainant”) has filed a Criminal Complaint bearing no STC/PC 1204 of 2024, before the Hon’ble Metropolitan Magistrate, Fast Track Cout – 1, Allikulam at Chennai, under section 200 of Cr.P.C. for an offence under section 138 of the Negotiable Instrument Act, 1881, against Sree Porkalli Steels (“Accused 1”) and Biju Lalu (“Accused 2”) (collectively referred to as “Accused”). The Complainant had Sold GP Pipes to the Accused on credit for an amount of ₹15,35,252. In furtherance of payment of the outstanding amount, the Accused issued a cheque bearing no, 086873 dated September 5, 2023. But when the Complainant presented the said cheque before the bank, the cheque was dishonored twice with remarks ‘Funds Insufficient’ (in the first instance) and ‘Exceeds Arrangement” (in the second instance). The Complainant on multiple occasions reminded the Accused about the dishonored cheque and for repayment of the outstanding amount, but to no avail. Hence, the Complainant prays before the Hon’ble Court to take cognizance of the offence and to pass a direction or order for Compensation of the Cheque amount u/s 357 Cr.P.C. and to pass any such order or director in favor of the Complainant and against the Accused. The matter is currently pending, and the next date of hearing is October 14, 2025. R.K. Steel Manufacturing Company Limited vs Golu Iron – CD/957/2024 R.K. Steel Manufacturing Company Limited (“Applicant”) has initiated mediation proceedings bearing number CD/957/2024, before the Hon’ble District Legal Service Authority, Chennai under section 2(1) C of the commercial Courts Act, 2015 (4 of 2016) for recovery of monies under order XXXVII of the C.P.C. 1980 read with provisions of Indian Contract Act an Sale of Goods Act, against Golu Iron (“Opposite Party”). The Applicant sold HR pipes to the opposite party, for which the Applicant had 393raised invoices on every order, but the opposite party failed to make payment towards the same. As on date, the outstanding amount is ₹19,17,724 which includes ₹15,11,737 as the principal amount and ₹4,05,987 as the interest amount. The Applicant has persistently requested the Opposite Party to make payment towards the outstanding amount, but to no avail. Hence, aggrieved by this, the present proceedings were initiated. The matter is currently pending and the next date of hearing is not yet notified. The Hon’ble District Legal Service Authority, Chennai has issued a non-starter report dated February 17, 2025 R.K. Steel Manufacturing Company Limited vs Bhawani Trading Company – CD/958/2024 R.K. Steel Manufacturing Company Limited (“Applicant”) has initiated mediation proceedings bearing number CD/958/2024, before the Hon’ble District Legal Service Authority, Chennai under section 2(1) C of the commercial Courts Act, 2015 (4 of 2016) for recovery of Monies under order XXXVII of the C.P.C. 1980 read with provisions of Indian Contract Act an Sale of Goods Act, against Bhawani Trading Company (“Opposite Party”). The Applicant sold HR pipes to the opposite party, for which the Applicant had raised invoices on every order, but the opposite party failed to make payment towards the same. As on date, the outstanding amount is ₹ 31,42,213 which includes ₹23,87,274 as the principal amount and ₹7,54,939 as the interest amount. The Applicant has persistently requested the Opposite Party to make payment towards the outstanding amount, but to no avail. Hence, aggrieved by this, the present proceedings were initiated. The matter is currently pending, and the next date of hearing is October 24, 2025. 3. Outstanding actions by regulatory and statutory authorities Nil C. Tax proceedings Particulars Number of cases Aggregate amount involved to the extent ascertainable (in ₹ Lakhs)^ Direct Tax 16* 4.56 Indirect Tax 1# 0.25 Total 17 4.81 ^Rounded off to the closest decimal (i) Outstanding Income Tax demands of ₹29,394 for the AY 2013, ₹ 45,180 for the AY 2011 and ₹4,200 for the AY 2024. (ii) TDS Traces Default of ₹11,000 for Financial Year 2021-22, ₹102470 for Financial year 2023-24, ₹1,14,980 for the Financial year 2024-25, ₹1,550 for Financial Year 2009-10, ₹19,810 for the Financial year 2019-20, ₹5,330 for the Financial Year 2018- 19, ₹200 for the Financial year 2017-18, ₹5,860 for the Financial year 2014-15, ₹3,040 for the Financial year2013-14, ₹51,190 for the Financial year 2012-13, ₹21,180 for the Financial year 2011-12, ₹29,000 for the Financial year 2010-11 and ₹11,890 for the Financial Year 2020-21. #Includes (i) GST department has raised a demand vide order bearing no. ZD3312240151632 amounting to ₹25,000. II. Litigation involving our Directors (other than Promoters) A. Litigation filed against our Directors (other than Promoters) 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities Nil 3. Material civil proceedings NIL 394B. Litigation filed by our Directors (other than Promoters) 1. Criminal proceedings Nil 2. Material civil proceedings Nil Tax proceedings Particulars Number of cases Aggregate amount involved to the extent ascertainable (in ₹ lakhs) Direct Tax Nil Nil Indirect Tax Nil Nil Total Nil Nil III. Litigation involving our Promoters A. Litigation filed against our Promoters 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities Nil 3. Material civil proceedings Nagalapuram Venkatesulu vs The State of Andhra Pradesh, Pramod Kumar Bhalotia and ors – W.P. No. 23680 of 2018 Nagalapuram Venkatesalu (“Petitioner”) has filed a suspension petition bearing number 23608 of 2018, before the Hon’ble High Court of Judicature at Hyderabad for the state of Telangana and for the state of Andhra Pradesh (“Hon’ble Court”) against The State of Andhra Pradesh (“Respondent 1”), The Joint Collector (“Respondent 2”), The Sub-Collector (“Respondent 3”), The Tahsildar (“Respondent 4”) and Pramod Kumar Bhalotia (“Respondent 5”) (Collectively referred to as “Respondents”). The Petitioner contends that Respondent No. 5 was wrongly issued a pattadar passbook by Respondent 4 for land in Survey Nos. 92/25 (0.19 cents), 92/26 (0.21 cents), 92/57 (0.57 cents) and 93/15 (0.53 cents) (“disputed land/land”) situated at Karani Village. As a result, the Petitioner filed an Appeal dated March 24, 2014, before Respondent 3, seeking cancellation on the ground that the Petitioner has been in possession and enjoyment of the said lands for several years and that the lands stood registered in his grandfather’s name as per the fair Adangal records. The Petitioner further asserted that his forefathers had never alienated the property. However, Respondent No. 5, in collusion with one of the Petitioner’s relatives, relied upon fabricated documents claiming a sale deed bearing no 569 of 1976, despite the fact that the Petitioner’s grandfather had passed away in 1973. The Respondent 3, vide order bearing no. D.Dis H/1649/2014, dated June 27, 2017, ruled in favour of the Petitioner and set aside the pattadar passbook. Further, dissatisfied by this, Respondent No. 5 filed a Revision Petition before Respondent 2, who passed an order bearing no. D. Dis (D4) 5474/2016, dated October 2017 in favour of Respondent No. 5. Being aggrieved by the order passed by Respondent 2, the Petitioner has filed the present petition and prays before the Hon’ble Court to issue a writ, order or direction, more particularly one in the nature of Writ of Certiorari to suspend the proceedings bearing no. D. Dis (D4) 5474/2016, dated October 2017 of Respondent 2 and to pass any such order or direction as the Hon’ble Court deems fit and proper in the given circumstances of the case. The matter is currently pending, and the next date of hearing is not yet 395notified. B. Litigation filed by our Promoters Nil 1. Criminal proceedings Nil 2. Material civil proceedings Nil Tax proceedings C. Particulars Number of cases Aggregate amount involved to the extent ascertainable (in ₹ lakhs)^ Direct Tax 7 1.54 Indirect Tax Nil Nil Total 7 1.54 ^Rounded off to the closest decimal * Includes outstanding demands of (i) ₹4,666 for the AY 2017 and (ii) ₹ 18,550 for the AY 2021 against Beena Bhalotia and (i) ₹ 42,784 for AY 2013 , (ii) ₹ 83,841 for AY 2010, (iii) ₹ 584 for AY 2020, (iv) ₹ 2,720 for AY 2022 and (v) ₹ 1,430 for AY 2021 against Pramod Kumar Bhalotia IV. Litigation involving our Key Managerial Personnel and Senior Managerial Personnel (Other than Directors and Promoters) A. Litigation filed against our Key Managerial Personnel and Senior Managerial Personnel (Other than Directors and Promoters) 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities Nil B. Litigation filed by our Key Managerial Personnel and Senior Managerial Personnel (Other than Directors and Promoters) 1. Criminal proceedings Nil C. Tax proceedings Particulars Number of cases Aggregate amount involved to the extent ascertainable (in ₹ Lakhs) Direct Tax Nil Nil Indirect Tax Nil Nil Total Nil Nil Outstanding dues to creditors Our Board, in its meeting held on June 3, 2025, has considered and adopted the Materiality Policy. In 396terms of the Materiality Policy, creditors of our Company, to whom an amount exceeding 5% of the total amounts owed to creditors as on March 31, 2025 are considered as material creditors Based on this criterion, details of outstanding dues (trade payables) owed to micro, small and medium enterprises (as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other creditors, as at March 31, 2025 by our Company, are set out below: Type of creditors Number of Amount involved creditors (in Rs. lakhs) Material creditors 4 5,735.55 Micro, Small and Medium Enterprises 39 45.45 Other creditors 52 186.4 Total 95 5,967.40 The details pertaining to net outstanding dues towards our material creditors as on March 31, 2025 (along with the names and amounts involved for each such material creditor) are available on the website of our Company at www.rksteel.co.in. It is clarified that such details available on our website do not form a part of this Draft Red Herring Prospectus. Material Developments Other than as stated in the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Developments after March 31, 2025" on beginning on page 356, there have not arisen, since the date of the last financial information disclosed in this Draft Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12 months. 397GOVERNMENT AND OTHER APPROVALS We have set out below an indicative list of approvals obtained by our Company which are considered material and necessary for the purpose of undertaking this Issue and carrying on our present business activities. In view of these key approvals, our Company can undertake this Issue and its business activities. In addition, certain of our key approvals may expire in the ordinary course of business and our Company will make applications to the appropriate authorities for renewal of such key approvals, as necessary. Unless otherwise stated herein and in the section “Risk Factors” beginning on page 37, these material approvals are valid as of the date of this Draft Red Herring Prospectus. For details in connection with the regulatory and legal framework within which we operate, see “Key Regulations and Policies” on page 231. Following statement sets out the details of licenses, permissions and approvals obtained by the Company under various central and state legislations for carrying out its business activities. Our Company is in the process to submit necessary application(s) with all regulatory authorities for change of its name in the approvals, licenses, registrations and permits issued to our Company. I. Material approvals obtained in relation to the Issue a. The Board of Directors has, pursuant to a resolution passed at its meeting held on November 08, 2024, authorized the Issue, subject to the approval of the shareholders of the Company under Section 62 of the Companies Act, 2013 and approvals by such other authorities, as may be necessary. b. The shareholders of the Company have, pursuant to a special resolution passed in the shareholders meeting held on November 20, 2024, authorized the Issue under Section 62 of the Companies Act, 2013, subject to approvals by such other authorities, as may be necessary. c. The Company has obtained the in-principle listing approval from BSE and NSE, dated [●] and [●]. II. Material approvals obtained by our Company in relation to our business and operations Our Company has obtained the following material approvals to carry on our business and operations. Some of these may expire in the ordinary course of business and applications for renewal of these approvals are submitted in accordance with applicable procedures and requirements. A. Incorporation details of our Company a. Our Company was originally incorporated as a limited company in the name of ‘R.K. Steel Manufacturing Company Private Limited’ vide Certificate of Incorporation dated April 17, 2006, issued by the Registrar of Companies, Tamilnadu. b. Fresh Certificate of Incorporation dated January 09, 2024 issued to our company by the ROC pursuant to conversion of our Company from private limited to public limited and the ensuring change in the name of our Company from ‘R.K. Steel Manufacturing Company Private Limited’ to ‘R.K. Steel Manufacturing Company Limited’. c. The Corporate Identity Number of the Company is U24106TN2006PLC059519. B. Tax related approvals obtained by our Company Sr. Nature of Registration/License/Cer Issuing Date of Date of No. Registration/ tificate No. Authority Issue Expiry License 1. Permanent AADCR2847L Income Tax April 17, Valid till Account Number Department 2006 cancelled (PAN) 2. Tax Deduction CHER09153E Income Tax August 13, Valid till 398Sr. Nature of Registration/License/Cer Issuing Date of Date of No. Registration/ tificate No. Authority Issue Expiry License Account Number Department 2024 cancelled (TAN) 3. GST Registration 33AADCR2847L2Z6 Goods and July 14, Valid till Certificate – Services Tax 2017 cancelled Tamil Nadu Department 4. Professional Tax 08-100-PE-11867 Greater January 27, Valid Till Enrollment and Chennai 2025 Cancelled Registration – Corporation, Tamil Nadu Revenue Department C. Regulatory & Labour / employment related approvals obtained by our Company: Sr. Nature of Registration/Lic Issuing Date of Date of No Registration/ ense/Certificate Authority Issue Expiry . License No. 1. Certificate of TNAMB0067578 Employees’ March 01, Valid till registration – 000 Provident Fund 2015 cancelled Employee’s Organisation, Provident Fund Code Ministry of – Tamil Nadu Labour and Employment 2. Certificate of 51000907860000 Employees’ State December Valid till registration – ESIC- 606 Insurance 18, 2009 cancelled Tamil Nadu Corporation 3. Shops & TN/AIL32CHE/N Department of October 29, Valid till Establishment FSH/68-24-00487 Labour, 2024 cancelled Certificate - Kilpauk Government of Town, Pursawalkam Tamil Nadu Taluk, Chennai, Tamil Nadu 4. License to work a ERO12002 Directorate of November December factory Industrial Safety 07, 2024 31, 2025 and Health, Government of Tamil Nadu 5. Consent to Establish 2106138017032 Tamil Nadu October 15, March 31, u/s 25 of the Water Pollution Control 2021 2026 (Prevention and Board Control of Pollution) Act, 1974- For Expansion I 6. Consent to Establish 2106238017032 Tamil Nadu October 15, Match 31, u/ 21 of the Air Pollution Control 2021 2026 (Prevention and Board Control of Pollution) Act, 1981- For Expansion I 7. Consent to operate u/s 2405157216845 Tamil Nadu March 12, March 31, 25 of the Water Pollution Control 2024 2026 (Prevention and Board Control of Pollution) Act, 1974 – Direct 8. Consent to operate u/s 2507161030548 Tamil Nadu January 10, March 31, 399Sr. Nature of Registration/Lic Issuing Date of Date of No Registration/ ense/Certificate Authority Issue Expiry . License No. 25 of the Water Pollution Control 2025 2026 (Prevention and Board Control of Pollution) Act, 1974 – Expansion I 9. Consent to operate u/s 2405257216845 Tamil Nadu March 12, March 31, 21 of the Air Pollution Control 2024 2026 (Prevention and Board Control of Pollution) Act, 1981 – Direct 10. Consent to operate u/s 2507261030548 Tamil Nadu January 10, March 31, 21 of the Air Pollution Control 2025 2026 (Prevention and Board Control of Pollution) Act, 1981- Expansion I 11. Report of Deputy Director, December December Examination of Industrial Safety 11, 2024 10, 2025 Pressure Vessel or and Health, Erode Plant 12. Certificate of Punch No.: Office of the December December Verification for Legal TN340 Plier No.: Assistant 09, 2024 08, 2025 Metrology 150 Controller of Legal Metrology, Govt. of Tamil Nadu 13. Fire Service License 12345/RFL/NMS District Officer June 28, June 27, u/s 13 of the Tamil B/2025 Fire and Rescue 2025 2028 Nadu Fire Service Service, Erode Act, 1985 District 14. Sanitary Certificate L Dis No. Department of December December 5956/B3/2024 Public Health & 30, 2024 29, 2025 Preventive Medicine, Govt. of Tamil Nadu 15. Principal Employer CLA/R/ERO1200 Joint Director of December Valid till Registration 2 Industrial Safety 04, 2020 cancelled Certificate and Health, Erode 16. Certificate of IMA/R/ERO1200 Joint Director of July 15, Valid till Registration under 2 Industrial Safety 2024 cancelled the Inter-State and Health, Erode Migrant Workmen (Regulation of Employment and Conditions of Services) (Tamil Nadu) Rules, 1983 17. Importer – Exporter 0408007419 Ministry of May 27, Valid till Code Registration Commerce and 2008 cancelled Industry 18. EEPC -Registration 401/M20520/202 EEPC India March 25, March 31, Cum Membership 2-23 (Formerly 2025 2026 Certificate Engineering 400Sr. Nature of Registration/Lic Issuing Date of Date of No Registration/ ense/Certificate Authority Issue Expiry . License No. Export Promotion Council) 19. ISO 9001:2015 - AB09IS194024 Breakthrough March 30, April 18, Quality Management Management 2019 2028 System* Quality Registrar (BMQR) 20. Bureau of Indian CM/L- Bureau of Indian March 15, March 04, Standards (BIS) – IS 6500038205 Standards, 2025 2026 1161: 2014** Ministry of consumer Affairs, Food & Public Distribution 21. Bureau of Indian CM/L- Bureau of Indian March 21, March 20, Standards (BIS) – IS 6500038508 Standards, 2025 2026 1239: PART 1: 2004# Ministry of consumer Affairs, Food & Public Distribution 22. Bureau of Indian CM/L- Bureau of Indian March 05, March 04, Standards (BIS) – IS 6500038306 Standards, 2025 2026 3601: 2006## Ministry of consumer Affairs, Food & Public Distribution 23. Bureau of Indian CM/L- Bureau of Indian March 04, March 03, Standards (BIS) – IS 6500038112 Standards, 2025 2026 4923: 2017^ Ministry of consumer Affairs, Food & Public Distribution 24. Bureau of Indian CM/L - Bureau of Indian October 07, October Standards (BIS) – IS 6500090005 Standards, 2024 06, 2025 18573: 2024^^ Ministry of consumer Affairs, Food & Public Distribution 25. UDYOG Registration TN07C0008638 Ministry of September Valid till Certificate Micro, Small and 23, 2016 cancelled Medium Enterprises, Government of India 26. Legal Entity 3358009E9RILR Legal Entity - March 26, Identifier (LEI) P8LPC11 Identifier India 2026 Limited *Manufacturing and Supply of ERW MS/Galvanized/Hot-Dip Galvanized/Precision/CR/HRPO/Powder Coated Tubes, Pipes and Galvanized Coils. **Steel Tubes For Structural Purposes -Specification #Steel Tubes, Tubulars and Other Wrought Steel Fitings – Part 1 Steel Tubes 401##Steel Tubes for Mechanical and General Engineering Purposes ^Hollow Steel Sections for Structural Use- Specification ^^Cold formed welded carbon steel square and rectangular hollow sections for mechanical, general engineering and decorative purposes ½ specification. III. Material Approvals Related to our Subsidiaries Nil IV. Material approvals or renewals for which applications are currently pending before relevant authorities Sr. No. Details of Application Application number Date of Application 1 Application for renewal of RKS/503/2024-2025 August 23, 2025 Hazardous Waste Authorization V. Material approvals expired and renewal yet to be applied for Nil VI. Material approvals required but not obtained or applied for Nil VII. Intellectual Property As on the date of this Draft Red Herring Prospectus, our Company has registered the following trademark with the Registrar of Trademarks under the Trademarks Act, 1999: Date of Issue Particulars of the Mark Trade Mark No. Class of Registration October 14, 2020 4701777 06 October 14, 2020 4701776 06 VIII. Pending Intellectual property related approvals Application Date of Particulars of the Mark Application Number Class of Application Registration January 23, 2025 6820038 6 December 23, 2023 6232077 6 For risk associated with our intellectual property please see, “Risk Factors” beginning on page 37. 402OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue Corporate Approvals 1. The Board of Directors of our Company has authorized the Issue including the Fresh Issue by a resolution passed at its meeting held on November 8, 2024. 2. The Shareholders of our Company have authorized the Issue, pursuant to a special resolution passed in the Extraordinary General Meeting held on November 20, 2024 under Section 23, 28 and 62(1)(c) of the Companies Act 2013. 3. The Board of Directors of our Company, on September 30, 2025 has approved the Draft Red Herring Prospectus for filing with SEBI and the Stock Exchanges. In-principle Listing Approvals Our Company has received in-principle approvals from the BSE and NSE for the listing of our Equity Shares pursuant to their respective letters, each dated [●] and [●], respectively. Prohibition by the SEBI, the RBI or Governmental Authorities Our Company, our Directors, our Promoters, the members of our Promoter Group, persons in control of our Company and companies or entities with which our Company’s Promoter and Directors are associated as directors / promoters are not prohibited/debarred from accessing the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any other securities market regulator in any other jurisdiction or any other authority/court. The listing of any securities of our Company has never been refused at any time by any of the stock exchanges in India. There are no violations of securities laws committed by them in the past or are pending against them. None of our Directors are, in any manner, associated with the securities market. Further, there are no outstanding actions initiated by SEBI against any of our Directors, in the past five years preceding the date of this Draft Red Herring Prospectus. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into, or which would entitle any person any option to receive Equity Shares, as on the date of this Draft Red Herring Prospectus. Our Promoter or Directors have not been declared as Fugitive Economic Offenders. Neither our Company nor our Directors or Promoter have been declared as a Wilful Defaulter. The Company, its Directors and its Promoter / Promoter Group are not declared as "Fraudulent Borrowers" by the lending banks or financial institutions or consortium, in terms of the Master Directions on Frauds – Classification and Reporting by commercial banks and select FIs dated July 1, 2016, as amended, issued by the Reserve Bank of India. Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 and amendments thereof Our Company, our Promoters, and the members of Promoter Group, severally and not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to them, as on the date of this Draft Red Herring Prospectus. Eligibility for the Issue Our Company is eligible for the Issue in accordance with the Regulation 6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner: 403• Our Company has had net tangible assets of at least ₹300.00 lakhs, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each) (i.e. Fiscals 2025, 2024 and 2023), of which not more than 50% are held in monetary assets; • Our Company has an average operating profit of at least ₹1500.00 lakhs, calculated on a restated and consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of these preceding three years; • Our Company has a net worth of at least ₹100.00 lakhs in each of the preceding three full years (of 12 months each), calculated on a restated basis; and • Our Company has not changed its name in the last one year. Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, operating profits and net worth, have been derived from the Restated Financial Statements included in this Draft Red Herring Prospectus as at, and for the last three Fiscals, are set forth below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 (in ₹ lakhs unless stated otherwise) Restated Net Tangible Assets (A)(1)* 11,898.94 10,713.32 8,184.77 Operating Profit (B)(2)* 3,340.83 4,512.91 2,923.57 Net Worth (C)(3)* 12,068.31 10,980.50 8,703.38 Restated Monetary Assets (D)(4)* 1,500.56 4,526.54 400.12 Restated Monetary Assets as a Percentage of the Restated Net 12.61% 42.25% 4.89% Tangible Assets (D)/(A) *As restated and consolidated 1) “Net Tangible Assets” means, the sum of all net assets of the Company as applicable excluding intangible assets as defined in Indian Accounting Standard 38 (Ind AS 38) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with Section 133 of the Companies Act, 2013 (the “Act"). 2) “Operating profit” profit before tax after adjusting other income, finance cost and other expense attributable to other income. 3) “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write- back of depreciation and amalgamation, each as applicable for the Company on a restated and consolidated basis 4) “Monetary Assets” means the aggregate of Cash in hand + Balance with bank in current and deposit account (net of bank deposits not considered as cash and cash equivalent) Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Allottees in the Issue shall be not less than 1,000 and should our Company fail to do so, the Bid Amounts received by our Company shall be refunded to the Investors, in accordance with the SEBI ICDR Regulations and applicable law. Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 5 of the SEBI ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 5 of the SEBI ICDR Regulations are as follows: 1. None of our Company, our Promoters, members of our Promoter Group or our Directors are debarred from accessing the capital markets by SEBI; 2. Neither the Promoter nor any of the Directors of our Company are promoters or a director of companies which are debarred from accessing the capital market by SEBI; 3. None of our Company, our Promoters or Directors have been categorized as a Wilful Defaulter or a Fraudulent Borrower; 4. None of our Promoters or Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic Offenders Act, 2018; 5. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this Draft Red Herring Prospectus; 6. Our Company, along with the Registrar to the Issue, has entered into tripartite agreements dated September 18, 2024 and March 2, 2024 with NSDL and CDSL, respectively, for dematerialization of the 404Equity Shares; 7. The Equity Shares of our Company held by our Promoters are dematerialized; 8. There are no outstanding convertible securities or any other right which would entitle any person with any option to receive Equity Shares, as on the date of this Draft Red Herring Prospectus; and 9. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards 75% of the stated means of finance. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Allottees under the Issue shall 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, and our Company shall be liable to pay interest on the application money in accordance` with applicable laws. Disclaimer Clauses DISCLAIMER CLAUSE OF THE SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, GYR CAPITALADVISORS PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE BIDDERS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE BOOK RUNNING LEAD MANAGER, GYR CAPITAL ADVISORS PRIVATE LIMITED HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 30, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLM, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS. Disclaimer from our Company, our Directors, our Promoters and the BRLM Our Company, our Directors, our Promoters, and the BRLM accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any other source of information, including our Company’s website https://www.rksteel.co.in/ or the Group Companies, would be doing so at his or her own risk. The BRLM accepts no responsibility, save to the limited extent as provided in the Issue Agreement and as will be provided in the Underwriting Agreement to be entered into among the Underwriters, and our Company. 405All information shall be made available by our Company and the BRLM to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at Bidding Centres or elsewhere. None among our Company, BRLM and 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 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. Caution Investors who Bid in the Issue will be required to confirm and would be deemed to have represented to our Company, Underwriters and their respective directors, partners, designated partners, trustees, 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 Underwriters and their respective directors, partners, designated partners, trustees, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. The BRLM and their respective associates and affiliates may engage in transactions with, and perform services for, our Company and their respective directors and officers, group companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company and their respective affiliates or associates or third parties, for which they have received, and may in the future receive, compensation. Disclaimer in respect of Jurisdiction Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Chennai, Tamilnadu, India only. This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, Hindu Undivided Families (“HUFs”), companies, other corporate bodies and societies registered under the applicable laws in India and authorised to invest in equity shares, Indian Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from the RBI), systemically important non-banking financial companies or trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other applicable trust laws, and who are authorised under their respective constitutions to hold and invest in equity shares, public financial institutions as specified under Section 2(72) of the Companies Act, 2013, multilateral and bilateral development financial institutions, state industrial development corporations, venture capital funds, permitted insurance companies, provident funds and pension funds with a minimum corpus of ₹250,000,000/- (Rupees two hundred and fifty million only), 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 to permitted systemically important NBFCs registered with the RBI, non-residents including Eligible NRIs, Alternative Investment Funds. Foreign Portfolio Investors registered with SEBI, venture capital fund, foreign venture capital fund and QIBs. 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. No person outside India is eligible to bid for Equity Shares in the Issue unless that person has received the preliminary offering memorandum for the Issue, which contains the selling restrictions for the Issue outside India. Any person in whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Tamil Nadu, India only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations. 406Accordingly, 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 any offer or sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. Eligibility and Transfer Restrictions The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The Equity Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of the jurisdictions where such offers and sales occur. Each purchaser of the Equity Shares in the Issue in India shall be deemed to: • represent and warrant to our Company, the BRLM and the Syndicate Members that it was outside the United States (as defined in Regulation S) at the time the offer of the Equity Shares was made to it and it was outside the United States (as defined in Regulation S) when its buy order for the Equity Shares was originated. • represent and warrant to our Company, the BRLM and the Syndicate Members that it did not purchase the Equity Shares as result of any “directed selling efforts” (as defined in Regulation S). • represent and warrant to our Company, the BRLM and the Syndicate Members that it bought the Equity Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to resell or otherwise transfer any of the Equity Shares, it agrees that it will not offer, sell or otherwise transfer the Equity Shares except in a transaction complying with Rule 903 or Rule 904 of Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act. • represent and warrant to our Company, the BRLM and the Syndicate Members that if it acquired any of the Equity Shares as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and that it has full power to make the foregoing representations, warranties, acknowledgements and agreements on behalf of each such account. • represent and warrant to our Company, the BRLM and the Syndicate Members that if it acquired any of the Equity Shares for one or more managed accounts, that it was authorized in writing by each such managed account to subscribe to the Equity Shares for each managed account and to make (and it hereby makes) the representations, warranties, acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “it” to include such accounts. • agree to indemnify and hold the Company, the BRLM and the Syndicate Members harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Equity Shares. • acknowledge that our Company, the BRLM, the Syndicate Members and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. 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 pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. 407Disclaimer Clause of the BSE As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The disclaimer clause as intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to filing with the RoC. Disclaimer Clause of NSE As required, a copy of this Draft Red Herring Prospectus shall be 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 filing with the RoC. Listing The Equity Shares proposed to be Allotted pursuant to the Red Herring Prospectus and the Prospectus are proposed to be listed on the BSE and the NSE. Applications will be made to the Stock Exchanges for obtaining permission for the listing and trading of the Equity Shares being issued and sold in the Issue and [●] will be the Designated Stock Exchange, with which the Basis of Allotment will be finalised. If the permission to deal in and for an official quotation of the Equity Shares are not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. If such money is not repaid within the prescribed time, then our Company and every officer in default shall be liable to repay the money, with interest, as prescribed under applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at all Stock Exchanges mentioned above are taken within such time prescribed by SEBI of the Bid/Issue Closing Date or such other period as may be prescribed by the SEBI. If our Company does not allot Equity Shares pursuant to the Issue such time as prescribed by SEBI, it shall repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or such other rate prescribed by SEBI. 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 includes imprisonment for a term of not less than six (6) months extending up to 10 (ten) years (provided that where the fraud involves public interest, such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount. Consents Consents in writing of our Promoters, our Directors, the Company Secretary and Compliance Officer, Chief Financial Officer, the Senior Managerial Personnel, the Legal Counsel, the BRLM, the Bankers to our Company, Dun & Bradstreet Information Services India Private Limited, Independent Chartered Engineer and Registrar to the Issue, have been obtained and consents in writing of, the Syndicate Members and Bankers to the Issue (Escrow 408Bank, Public Issue Account Bank, Sponsor Bank and Refund Bank), 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 Companies Act, 2013. Our Company has received consent of our Statutory Auditors, who holds a valid peer review certificate, to include their name as required under Section 26(5) of the Companies Act 2013 in this Draft Red Herring Prospectus. The said consents will be filed along with a copy of the Red Herring Prospectus with the Registrar of Companies, as required under the Companies Act, 2013 and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus and Prospectus, for filing with the RoC. Experts Except as stated below, our Company has not obtained any expert opinions: Our Company has received written consent dated September 19, 2025 from our Statutory Auditors, Mahesh C Solanki & Co., Chartered Accountants, who holds a valid peer review certificate from ICAI, to include its 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 the Companies Act, 2013 in respect of (i) the examination reports on the Restated Financial Statement and their examination report dated September 19, 2025; and (ii) the Statement of Special tax benefits dated September 19, 2025, included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of Draft Red Herring Prospectus. Our Company has received written consent dated July 3, 2025 from Dr. K. Krishnamurthy, Independent Chartered Engineer, 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 his capacity as the Independent Chartered Engineer and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term "expert" and the consent thereof shall not be construed to mean an "expert" or consent within the meaning under the U.S. Securities Act, as amended (the “U.S. Securities Act”). The above-mentioned consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Particulars regarding public or rights issues by our Company during the last 5 (five) years Our Company has not made any public issue in the last 5 (five) years immediately preceding the date of this Draft Red Herring Prospectus. The Company has not undertaken rights issues of its equity shares in the last 5 (five) years immediately preceding the date of this Draft Red Herring Prospectus. For details, see “Capital Structure” on page 97 of this Draft Red Herring Prospectus. Commission or Brokerage on Previous issues in the last 5 (five) years Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our Equity Shares in the 5 (five) years preceding the date of this Draft Red Herring Prospectus. Capital Issues in the Preceding Three Years by our Company, our listed group companies, Subsidiary and associates of our Company Except as disclosed in “Capital Structure” beginning on page 97. Our Company has not made any capital issue during the three years preceding the date of this Draft Red Herring Prospectus. As on date of this Draft Red herring Prospectus, our Company does not have any listed group company or any listed subsidiary or a listed associate entity. Performance vis-à-vis Objects 409Our Company has not undertaken any public issues, including any rights issues to the public in the 5 (five) years immediately preceding the date of this Draft Red Herring Prospectus. Performance vis- à-vis Objects: Last Issue of Subsidiaries/Promoters Our Company does not have any listed promoters nor any subsidiaries which have made any public issues, including rights issues to the public in the 5 (five) years immediately preceding the date of this Draft Red Herring Prospectus. The price information of past issues handled by the BRLM is as follows: PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE BOOK RUNNING LEAD MANAGER For details regarding the price information and track record of the past issue handled by the BRLM, as specified in Circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015 issued by SEBI, please refer the table below and the website of the BRLM at https://gyrcapitaladvisors.com. 410Annexure A DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY GYR CAPITAL ADVISORS PRIVATE LIMITED Sr. Issue Name Issue Issue Listing Opening +/- % change +/- % change in +/- % change in No. size Price date price on in Price on Price on closing Price on closing (₹ In (₹) listing closing price, price, [+/- % price, [+/- % Cr.) date [+/- % change change in change in in closing closing closing benchmark]- benchmark]- benchmark]- 30th calendar 90th calendar 180th calendar days from days from days from listing* listing* listing* Srigee DLM 1. 16.98 99 12.05.2025 188.10 192.12 0.10 148.63 -2.21 - - Limited* Dar Credit 2. and Capital 25.66 60 28.05.2025 65.15 -10 3.57 -15.41 -4.3 - - Limited* Sacheerome 3. 61.61 102 16.06.2025 153.00 22.41 1.06 0.67 107.50 - - Limited* Suntech Infra - - - - 4. Solutions 44.39 86 02.07.2025 109.10 11.74 2.87 Limited* Glen - - - - - 5. Industries 62.94 97 15.07.2025 157.00 10.26 2.38 Limited* Classic - - - - - - 6. Electrodes 41.51 87 01.09.2025 100.00 Limited* Austere - - - - - - 7. 15.57 55 12.09.2025 75.55 Systems Ltd Airfloa Rail - - - - - - 8. Technology 91.10 140 18.09.2025 266.00 Limited TechD - - - - - - 9. 38.99 193 22.09.2025 366.70 Cybersecurity JD Cables - - - - - - 10. 95.99 152 25.09.2025 160.00 Limited * Companies have been listed on 12.05.2025, 28.05.2025, 16.06.2025, 02.07.2025, 15.07.2025, 01.09.2025, 12.09.2025, 18.09.2025, 22.09.2025 and 25.09.2025 hence not applicable. SUMMARY STATEMENT OF DISCLOSURE Financ Tot Total Nos. of IPOs Nos. of IPOs Nos. of IPOs Nos. of IPOs ial al Funds trading at discount trading at trading at discount trading at Year no. Raise - 30th calendar day premium - 30th - 180th calendar premium – 180th of d from listing day* calendar day from day from listing calendar day from IP (₹ in listing day* day* listing day* Os Cr.) Ov Betwe Les Ov Betwe Les Ov Betwe Les Ov Betwe Les er en s er en s er en s er en s 50 25‐ tha 50 25‐ tha 50 25‐ tha 50 25‐ tha % 50% n % 50% n % 50% n % 50% n 25 25 25 25 % % % % 2021- 03 9.85 - - 1 - - - - - 2 - - 1 2022 2022- 10 92 - 1 2 5 1 2 1 1 2 - 4 2 2023 2023- 10 286.82 2024 - 1 1 6 2 - - - 1 9 - - 2024- 16 890.14 1 2 2 10 1 1 - - - 5 3 2 411Financ Tot Total Nos. of IPOs Nos. of IPOs Nos. of IPOs Nos. of IPOs ial al Funds trading at discount trading at trading at discount trading at Year no. Raise - 30th calendar day premium - 30th - 180th calendar premium – 180th of d from listing day* calendar day from day from listing calendar day from IP (₹ in listing day* day* listing day* Os Cr.) Ov Betwe Les Ov Betwe Les Ov Betwe Les Ov Betwe Les er en s er en s er en s er en s 50 25‐ tha 50 25‐ tha 50 25‐ tha 50 25‐ tha % 50% n % 50% n % 50% n % 50% n 25 25 25 25 % % % % 2025 08 2025- 26 9 453.31 - - 1 1 - 2 - - - - - - * Companies have been listed on 12.05.2025, 28.05.2025, 16.06.2025, 02.07.2025, 15.07.2025, 01.09.2025, 12.09.2025, 18.09.2025, 22.09.2025 and 25.09.2025 hence not applicable. Break -up of past issues handled by GYR Capital Advisors Private Limited: Financial Year No. of SME IPOs No. of Main Board IPOs 2021-2022 3 0 2022-2023 10 0 2023-2024 10 0 2024-2025 16 0 2025-2026 9 0 Notes: 1. In the event any day falls on a holiday, the price/index of the immediately preceding working day has been considered. If the stock was not traded on the said calendar days from the date of listing, the share price is taken of the immediately preceding trading day. 2. Source: www.bseindia.com and www.nseindia.com As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum 10 issues (Initial Public Offers) managed by the Book Running Lead Manager. Hence, disclosure pertaining to recent 10 issues handled by the lead manager are provided. Track record of past issues handled by the BRLM For details regarding the track record of the Managers, as specified in Circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer to the website of the BRLM, as set forth in the table below: Sr. No. Name of the BRLM Website 1. GYR Capital Advisors Private Limited https://gyrcapitaladvisors.com Stock Market Data of the Equity Shares This being the initial public issuing of the Equity Shares of our Company, the Equity Shares is not listed on any stock exchange as on the date of this Draft Red Herring Prospectus, and accordingly, no stock market data is available for the Equity Shares. Mechanism for Redressal of Investor Grievances The agreement between the Registrar to the Issue and our Company dated February 5, 2025 provides for retention of records with the Registrar to the Issue for a minimum period of 8 (eight) years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, in order to enable the investors to approach the Registrar to the Issue for redressal of their grievances. All Bidders can contact the Company Secretary and Compliance Officer, the BRLM or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds 412by electronic mode, etc. All grievances, other than of Anchor Investors may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details such as name of the sole or First Bidder, ASBA Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for Retail Individual Investors who make the payment of Bid Amount through the UPI Mechanism), date of ASBA Form and the name and address of the relevant Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediary in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Issue. The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. Anchor Investors are required to address all grievances in relation to the Issue to the BRLM. All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as the name of the Sole Bidder or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the Book Running Lead Manager where the Bid cum Application Form was submitted by the Anchor Investor. In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid / Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and subject to applicable law subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be compensated by the SCSBs in accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in the events of delayed unblock for cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially allotted applications for the stipulated period. In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the Book Running Lead Manager shall compensate the investors at the rate higher of ₹100 per day or 15% per annum of the application amount for the period of such delay, which period shall start from the day following the receipt of a complaint from the investor. The following compensation mechanism has become 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 From the date on which the request withdrawn / deleted applications the Bid Amount, whichever is for cancellation / withdrawal / higher deletion is placed on the bidding platform of the Stock Exchanges till the date of actual unblock. 413Scenario Compensation amount Compensation period Blocking of multiple amounts for 1. Instantly revoke the blocked From the date on which multiple the same Bid made through the funds other than the original amounts were blocked till the date UPI Mechanism application amount; and of actual unblock. 2. ₹100 per day or 15% per annum of the total cumulative blocked amount except the original Bid Amount, whichever is higher. Blocking more amount than the 1. Instantly revoke the difference From the date on which the funds Bid Amount amount, i.e., the blocked amount to the excess of the Bid Amount less the Bid Amount; and were blocked till the date of actual 2. ₹100 per day or 15% per annum unblock. of the difference amount, whichever is higher. Delayed unblock for non – ₹100 per day or 15% per annum of From the Working Day subsequent Allotted / partially Allotted the Bid Amount, whichever is to the finalisation of the Basis of applications higher. Allotment till the date of actual unblock. Further, in terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the Book Running Lead Manager, 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. Our Company, the BRLM and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of any SCSB, Registered broker, Syndicate member, RTA or CDP including any defaults in complying with its obligations under the SEBI ICDR Regulations. Disposal of Investor Grievances by our Company We estimate that the average time required by our Company and/or the Registrar to the Issue for the redressal of routine investor grievances shall be ten Working Days from the date of receipt of the complaint. In case of non- routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Our Company has appointed S N Satiya Priya, Company Secretary as the Compliance Officer and she may be contacted in case of any pre-Issue or post-Issue related problems, at the address set forth hereunder. Address: No.5, Ground Floor, Branson Garden Street, Kilpauk, Chennai, Perambur Purasawalkam, Tamil Nadu – 600 010, India Telephone: 044 3500 5348/ 3500 5349 E-mail: compliance@rksteel.co.in Investor Grievance ID: investors@rksteel.co.in Our Company shall, post filing of this Draft Red Herring Prospectus, apply for the authentication on the SCORES in compliance with the SEBI circular bearing number SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013 read with SEBI circular SEBI/HO/OIAE/IGRD/CIR/P/2019/86 dated August 2, 2019 and the SEBI circular read with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and SEBI Circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 and SEBI circular SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 in relation to redressal of investor grievances through SCORES. Further, our Board has constituted a Stakeholders’ Relationship Committee, which is responsible for redressal of grievances of the security holders of our Company. For details, see “Our Management” on page 247. Our Company has not received any investor grievances during the three years preceding the date of this Draft Red 414Herring Prospectus and as on date, there are no investor complaints pending. Our Company has not received any investor complaint during the three years preceding the date of this Draft Red Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this Draft Red Herring Prospectus. Outstanding Debentures, Bonds or Redeemable Preference Shares Our Company does not have any outstanding debentures, bonds or redeemable preference shares, as on the date of this Draft Red Herring Prospectus. Partly Paid-Up Shares As on the date of this Draft Red Herring Prospectus, there are no partly paid-up Equity Shares of our Company. Fees Payable to the Syndicate The total fees payable to the Syndicate (including underwriting commission and selling commission and reimbursement of their out-of-pocket expense) will be as per the Syndicate Agreement. For details of the Issue expenses, see “Objects of the Issue” on page 119 of this Draft Red Herring Prospectus. Commission payable to SCSBs, Registered Brokers, CRTAs and CDPs For details of the commission payable to SCBS, Registered Brokers, CRTAs and CDPs, please see “Objects of the Issue” on page 119 of this Draft Red Herring Prospectus. Disposal of investor grievances by listed Group Companies Our Company does not have any listed group companies. Capitalization of Reserves or Profits Except as disclosed in “Capital Structure” on page 97, our Company has not capitalized its reserves or profits at any time during the 5 (five) years immediately preceding the date of this Draft Red Herring Prospectus. Revaluation of Assets Our Company has not revalued any assets since incorporation. Exemption from complying with any provisions of securities laws, if any, granted by SEBI Our Company has not made any application under the SEBI ICDR Regulations for seeking exemption from complying with any provisions of securities laws, as on the date of this Draft Red Herring Prospectus. 415SECTION VII – ISSUE RELATED INFORMATION TERMS OF THE ISSUE The Equity Shares being offered, Allotted and transferred pursuant to the Issue shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum of Association, the Articles of Association, the SEBI Listing Regulations, the terms of the Red Herring Prospectus and the Prospectus, the Bid cum Application Form, the Revision Form, the Abridged Prospectus and other terms and conditions as may be incorporated in the CAN (for Anchor Investors), Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other documents and certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, and listing and trading of securities, issued from time to time, by SEBI, the Government of India, the Stock Exchanges, the RoC, the RBI and/or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as may be prescribed by SEBI, the Government of India, the Stock Exchange, the RoC, the RBI and/or other governmental, statutory or regulatory authorities while granting approval for the Issue, to the extent and for such time as these continue to be applicable. The Issue The Issue comprises a Fresh Issue by our Company. The fees and expenses for the Issue shall be borne by our Company in the manner specified in “Objects of the Issue – Issue related expenses” on page 128. Ranking of Equity Shares The Equity Shares being offered, Alloted/transferred pursuant to the Issue shall be subject to the provisions of the Companies Act, SEBI Listing Regulations, SEBI ICDR Regulations, SCRA read with SCRR, the Memorandum of Association and the Articles of Association and will rank pari passu in all respects with the existing Equity Shares of our Company, including in respect of rights to receive dividends, voting and other corporate benefits, if any, declared by our Company after the date of Allotment in accordance with applicable law. For more information, see “Description of Equity Shares and terms of the Articles of Association” beginning on page 449. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act 2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of Association, and any other applicable law including any guidelines or directives that may be issued by the Government of India in this respect. All dividends declared by our Company after the date of Allotment in this Issue, will be payable to the Allottees who have been Allotted Equity Shares in the Issue, for the entire year, in accordance with applicable laws. For more information, see “Dividend Policy” and “Description of Equity Shares and terms of the Articles of Association” beginning on pages 270 and 449, respectively. Face Value, Issue Price, Floor Price and Price Band The face value of each Equity Share is ₹10 and the Issue Price at the lower end of the Price Band is ₹[●] per Equity Share and at the higher end of the Price Band is ₹[●] per Equity Share. The Issue Price is ₹[●] per Equity Share. The Anchor Investor Issue Price is ₹[●] per Equity Share. The Issue Price, the Price Band and the minimum Bid Lot will be decided by our Company in consultation with the BRLM, and published by our Company in all edition of [●] (a widely circulated English national daily newspaper), all edition of [●] (a widely circulated Hindi national daily newspaper), and all edition of [●] (a widely circulated Tamil Regional Daily newspaper) (Tamil being the regional language of Tamil Naidu where our Registered Office is located) each with wide circulation, at least two Working Days prior to the Bid/ Issue Opening Date, and shall be made available to the Stock Exchanges for the purpose of uploading the same on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price shall be pre-filled in the Bid-cum-Application Forms available at the respective websites of the Stock Exchanges. The Issue Price shall be determined by our Company in consultation with the BRLM, after the Bid / Issue Closing Date, on the basis of assessment of market demand for the Equity Shares issued by way of Book Building Process. 416At any given point in time there will be only one denomination for the Equity Shares. Compliance with disclosure and accounting norms Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholder Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Equity Shareholders will have the following rights: • Right to receive dividends, if declared; • Right to attend general meetings and exercise voting rights, unless prohibited by law; • Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the Companies Act; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive any surplus on liquidation subject to any statutory and preferential claim being satisfied; • Right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and other applicable laws including any RBI rules; and • Such other rights as may be available to a shareholder of a listed public company under the Companies Act, the terms of the SEBI Listing Regulations and the Articles of Association. For a detailed description of the provisions of our Articles of Association relating to voting rights, dividend, forfeiture, lien, transfer, transmission, consolidation and splitting, see “Description of Equity Shares and terms of the Articles of Association” beginning on page 449. Allotment only in dematerialised Form Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in dematerialised form. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, two agreements have been signed amongst our Company, the respective Depositories and the Registrar to the Issue: • Tripartite Agreement dated October 9, 2023 amongst NSDL, our Company and Registrar to the Issue; and • Tripartite Agreement dated October 9, 2023 amongst CDSL, our Company and Registrar to the Issue. Market Lot and Trading Lot Since trading of the Equity Shares on the Stock Exchanges is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Issue will be only in dematerialised and electronic form in multiples of one Equity Share, subject to a minimum Allotment of [●] Equity Shares of face value of ₹10 each. For further details on the method of Basis of Allotment, see “Issue Procedure” beginning on page 427. Jurisdiction Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Tamil Nadu, India. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933 (“Securities Act”) and may not be offered or sold within the United States (as defined in Regulation Sunder the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such 417jurisdiction, except in compliance with the applicable laws of such jurisdiction. Period of operation of subscription list For details, see “Bid/ Issue Programme” on page 418. Joint Holders Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship. Nomination facility to Bidders In accordance with Section 72 of the Companies Act 2013, read with Companies (Share Capital and Debentures) Rules, 2014, as amended, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest, to the exclusion of all other persons, unless the nomination is modified or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or modified by nominating any other person in place of the present nominee, by the holder of the Equity Shares who made the nomination, by giving a notice of such cancellation or variation to our Company. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office or to the Registrar and Transfer Agent of our Company. Any person who becomes a nominee by virtue of Section 72 of the Companies Act 2013, as amended, will, on 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 dividend, interests, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment of Equity Shares in the Issue will be made only in dematerialised form, there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective Depository Participants. Bid/ Issue Programme An indicative timetable in respect of the Issue is set out below: Event Indicative Date BID/ ISSUE OPENS ON [●](1) BID/ ISSUE CLOSES ON [●](2)(3) Finalisation of Basis of Allotment with the Designated Stock Exchange [●] Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from [●] ASBA Account* Credit of Equity Shares to demat accounts of Allottees [●] Commencement of trading of the Equity Shares on the Stock Exchanges [●] 1. Our Company, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Issue Date shall be one Working Day prior to the Bid/ Issue Opening Date in accordance with 418the SEBI ICDR Regulations. 2. Our Company, in consultation with the BRLM, may consider closing the Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date in accordance with the SEBI ICDR Regulations. 3. UPI mandate end time and date shall be at 5:00 p.m. on the Bid/ Issue Closing Date. * In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/ Issue Closing Date for cancelled/withdrawn/deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100.00 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 ₹100.00 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 ₹100.00 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/ partially allotted Bids, exceeding two Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹100.00 per day or 15% per annum of the Bid Amount, whichever is higher, for the entire duration of delay exceeding two Working Days from the Bid/ Issue Closing Date by the SCSB for causing such delay in unblocking. The BRLM 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 manner specified in the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable issued by SEBI, and any other applicable law in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation in compliance with the SEBI ICDR Master Circular, which has also prescribed that all individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹500,000, shall use UPI. RIBs and individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹200,000 and up to ₹500,000 using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. The above timetable, other than the Bid/ Issue Closing Date, is indicative and does not constitute any obligation or liability on our Company or the BRLM. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid/ Issue Closing Date or such other time as prescribed by SEBI, the timetable may be subject to change due to various factors, such as extension of the Bid/ Issue Period by our Company, in consultation with the BRLM, revision of the Price Band by our Company, in consultation with the BRLM or any delay in receiving the final listing and trading approval from the Stock Exchanges and delay in respect of final certificates from SCSBs. Our Company shall within two Working days from the closure of the Issue or such period as may be prescribed, refund the subscription amount received in case of non- receipt of minimum subscription or in case our Company fails to obtain listing or trading permission from the Stock Exchanges for the Equity Shares. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws. SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, had reduced the post issue timeline for initial public offerings. The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues opening on or after September 1, 2023, and mandatory on or after December 1, 2023. Accordingly, the Issue will be made under UPI Phase III on mandatory T+3 days listing basis, any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI ICDR Master Circular. In terms of the UPI Circulars, in relation to the Issue, the BRLM will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection with the Allotment and listing procedure within three Working Days from the Bid/ Issue Closing Date or such other time as prescribed by SEBI, identifying non- adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes to the abovementioned timelines. Further, the issue procedure is subject to change basis any revised SEBI circulars to this effect. Submission of Bids (other than Bids from Anchor Investors): Bid/ Issue Period (except the Bid/ Issue Closing Date) 419Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian Standard Time (“IST”) Bid/ Issue Closing Date* Submission of electronic applications (online ASBA Only between 10.00 a.m. and 5.00 p.m. IST through 3-in-1 accounts) – For RIBs, other than QIBs and Non-Institutional Investors Submission of electronic applications (Bank ASBA Only between 10.00 a.m. and 4.00 p.m. IST through online channels like internet banking, mobile banking and syndicate UPI ASBA applications where Bid Amount is up to ₹500,000) Submission of electronic applications (syndicate non- Only between 10.00 a.m. and 3.00 p.m. IST retail, non- individual applications) Submission of physical applications (Bank ASBA) Only between 10.00 a.m. and 1.00 p.m. IST Submission of physical applications (Syndicate non- Only between 10.00 a.m. and 12.00 p.m. IST retail, non- individual applications where Bid Amount is more than ₹500,000) Modification/ Revision/cancellation of Bids Upward revision of Bids by QIBs and Non- Only between 10.00 a.m. and 4.00 p.m. IST on Bid/ Institutional Bidders categories# Issue Closing Date Upward or downward revision of Bids or cancellation Only between 10.00 a.m. and 5.00 p.m. IST of Bids by RIBs Our Company, in consultation with the BRLM, may decide to close the Bid/ Issue Closing Period for QIBs one Working Day prior to the Bid/ Issue Closing Date, in accordance with the SEBI ICDR Regulations. *UPI mandate end time and date shall be at 05:00 p.m. on Bid/ Issue Closing Date i.e [●]. #QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids. On the Bid/ Issue Closing Date, the Bids shall be uploaded until: (i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and (ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs. On the Bid/ Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by RIBs after taking into account the total number of Bids received and as reported by the BRLM to the Stock Exchanges. The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date until the Bid/ Issue Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the BRLM and the Registrar to the Issue on a daily basis. To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids. It is clarified that Bids 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/ Issue Closing Date, Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date, and in any case, no later than 2:00 pm IST on the Bid/ Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Issue Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only during Monday to Friday (excluding any public holiday). 420Investors 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. Our Company, in consultation with the BRLM reserve the right to revise the Price Band during the Bid/ Issue Period, in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly but the Floor Price shall not be less than the Face Value of the Equity Shares. In all circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price. In case of any revision to the Price Band, the Bid/ Issue Period will be extended by at least three additional Working Days following such revision of the Price Band, subject to the Bid/ Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with the BRLM, may for reasons to be recorded in writing, extend the Bid/ Issue Period for a minimum of one Working Day, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice and also by indicating the change on the respective websites of the BRLM and at the terminals of the Syndicate Members and by intimation to Self- Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of a revision of the Price Band, the Bid lot shall remain the same. In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the purpose of Allotment. The Floor Price shall not be less than the face value of the Equity Shares. Minimum Subscription In the event our Company does not receive (i) the minimum subscription of 90% of the Issue, on the Bid/ Issue Closing Date; or (ii) minimum subscription in the Issue as specified under Rule 19(2)(b) of the SCRR, including through devolvement of Underwriters, if any, in accordance with applicable law, or if the subscription level falls below the thresholds mentioned above after the Bid/ Issue Closing Date, on account of withdrawal of applications or after technical rejections, or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares being issued or offered under the Red Herring Prospectus, our Company shall forthwith refund the entire subscription amount received in accordance with applicable law including the SEBI ICDR Master Circular. If there is a delay beyond two days after our Company becomes liable to pay the amount, our Company and our Directors, who are officers in default, shall pay interest at the rate of 15% per annum. Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000. Arrangements for Disposal of Odd Lots Since the Equity Shares will be traded in dematerialised form only, and the market lot for the Equity Shares will be one Equity Share, there are no arrangements for disposal of odd lots. New Financial Instruments Our Company is not issuing any new financial instruments through this Issue. Restrictions, if any on Transfer and Transmission of Equity Shares Except for lock-in of pre-Issue equity shareholding of our Company, lock-in of our Promoters’ contribution and 421Anchor Investor lock-in, as detailed in “Capital Structure” beginning on page 97 and as provided in our Articles as detailed in “Description of Equity Shares and terms of the Articles of Association” beginning on page 449, there are no restrictions on transfers and transmission of shares/debentures and on their consolidation or splitting. 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 Issue Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue, after the Bid/ Issue Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre- Issue advertisements were published, within two days of the Bid/ Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue and inform the Stock Exchanges simultaneously. The BRLM, through the Registrar to the Issue, shall notify the SCSBs and the Sponsor Banks to unblock the bank accounts of the ASBA Bidders and shall notify the Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day from the date of receipt of such notification and also inform the Bankers to the Issue to process refunds to the Anchor Investors, as the case may be. Our Company shall also inform the same to the Stock Exchanges on which Equity Shares of face value of ₹10 each are proposed to be listed simultaneously. Notwithstanding the foregoing, the Issue is also subject to (i) the filing of the Prospectus with the RoC; and (ii) obtaining the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within three Working Days of the Bid/ Issue Closing Date or such other time period as prescribed under Applicable Law and also in form the Bankers to the Issue to process refunds to the Anchor Investors, as the case may be. If our Company, in consultation with the BRLM, withdraw the Issue after the Bid/ Issue Closing Date and thereafter determines that it will proceed with a public offering of the Equity Shares of face value of ₹10 each, our Company shall file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. The notice of withdrawal will be issued in the same newspapers where the pre-Issue advertisements have appeared, and the Stock Exchanges will also be informed promptly. 422ISSUE STRUCTURE Initial public offer of up to 2,00,00,000 Equity Shares of ₹10 each for cash at a price of ₹ [●] per Equity Share (including a premium of ₹[●] per Equity Share) aggregating up to ₹ [●] lakhs. The face value of the Equity Shares is ₹ 10 each. The Issue shall constitute [●] % of the post-Issue paid-up Equity Share Capital of our Company. In terms of Rule 19(2)(b) of the SCRR, the Issue is being made through the Book Building Process, in compliance with Regulation 6(1) and Regulation 31 of the SEBI ICDR Regulations: Particulars QIBs Non-Institutional Bidders Retail Individual Bidders Number of Equity Not more than [●] Not less than [●] Equity Not less than [●] Equity Shares available for Equity Shares Shares available for Shares available for Allotment/allocation(2) allocation or Issue less allocation or Issue less allocation to QIB Bidders allocation to QIB Bidders and Retail Individual and Non-Institutional Bidders Bidders Percentage of Issue Not more than 50% of the Not less than 15% of the Not less than 35% of the size available for Issue shall be available Issue or the Issue less Issue or the Issue less Allotment/allocation for allocation to QIBs. allocation to QIBs and allocation to QIBs and However, upto 5% of the Retail Individual Bidders Non-Institutional Bidders Net QIB Portion will be available for will be available for (excluding the Anchor allocation, out of which: allocation Investor Portion) shall be a) one-third of such available for allocation portion shall be reserved proportionately to for Non-Institutional Mutual Funds only. Bidders with application Mutual Funds size of more than ₹2,00,000 participating in the and up to ₹10,00,000; and Mutual Fund Portion b) two-third of such will also be eligible for portion shall be reserved allocation in the for Non-Institutional remaining balance QIB Bidders with application Portion (excluding the size of more than ₹ Anchor Investor 10,00,000, provided that Portion). The the unsubscribed portion in unsubscribed portion in either of such sub- the Mutual Fund Portion categories may be allocated will be available for to applicants in the other allocation to other QIBs sub-category of Non- Institutional Bidders. Basis of Proportionate as follows The allotment to each Non- Allotment to each Retail Allotment/allocation (excluding the Anchor Institutional Bidders shall Individual Bidder shall if respective category Investor Portion): (a) up not be less than the not be less than the is oversubscribed* to [●] Equity Shares of minimum application size, minimum Bid lot, subject ₹10 each shall be subject to availability of to availability of Equity available for allocation Equity Shares in the Non- Shares in the Retail on a proportionate basis Institutional Portion and Portion and the remaining to Mutual Funds only; the remaining available available Equity Shares if and (b) up to [●] Equity Equity Shares if any, shall any, shall be allotted on a Shares of ₹10 each shall be be Allotted on a proportionate basis. For available for allocation proportionate basis, in details see, “Issue on a proportionate basis accordance with the Procedure” on page 427. to all QIBs, including conditions specified in the 423Particulars QIBs Non-Institutional Bidders Retail Individual Bidders Mutual Funds receiving SEBI ICDR Regulations allocation as per (a) subject to: a) one third of above. Up to 60% of the the portion available to QIB Portion (of up to [●] Non- Institutional Bidders Equity Shares of ₹10 each) being [●] Equity Shares may be allocated on a are reserved for Bidders discretionary basis to Biddings more than ₹ 2.00 Anchor Investors of Lakhs and up to ₹10.00 which one-third shall be Lakhs; b) two third of the available for allocation portion available to Non- to Mutual Funds only, Institutional Bidders being subject to valid Bid [●] Equity Shares are received from Mutual reserved for Bidders Funds at or above the Bidding more than ₹1.00 Anchor Investor million. Provided that the Allocation Price unsubscribed portion in either of the categories specified in (a) or (b) above, may be allocated to Bidders in the other category. Minimum Bid Such number of Equity Such number of Equity [●] Equity Shares and in Shares and in multiples Shares and in multiples of multiples of [●] Equity of [●] Equity Shares so [●] Equity Shares so that Shares that the Bid Amount the Bid Amount exceeds exceeds ₹2.00 lakhs ₹2.00 lakhs Maximum Bid Such number of Equity Such number of Equity Such number of Equity Shares in multiples of Shares in multiples of [●] Shares in multiples of [●] [●] Equity Shares so that Equity Shares so that the Equity Shares so that the the Bid does not exceed Bid does not exceed the size Bid Amount does not the size of the Issue of the Issue (excluding the exceed ₹2.00 lakhs (excluding the Anchor QIB Portion), subject to portion), subject to applicable limits applicable limits. Mode of Allotment Compulsorily in dematerialised form Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter Allotment Lot A minimum of [●] Equity Shares and thereafter in multiples of [●] Equity Share Trading Lot One Equity Share Who can apply(3)(4) Public financial Resident Indian Resident Indian institutions as specified individuals, Eligible NRIs individuals, Eligible NRIs in Section 2(72) of the on a non- repatriable basis, and HUFs (in the name of Companies Act 2013, HUFs (in the name of Karta) applying for Equity scheduled commercial Karta), companies, Shares such that the Bid banks, mutual funds corporate bodies, scientific amount does not exceed registered with SEBI, institutions, societies, trusts ₹2.00 lakhs in value FPIs (other than and FPIs who are individuals, corporate individuals, corporate bodies and family bodies and family offices offices), VCFs, AIFs, which are recategorized as state industrial category II FPIs and development registered with SEBI corporation, insurance company registered with IRDAI, provident fund with minimum corpus of 424Particulars QIBs Non-Institutional Bidders Retail Individual Bidders ₹250 million, pension fund with minimum corpus of ₹250 million National Investment Fund set up by the Government, insurance funds set up and managed by army, navy or air force of the Union of India, insurance funds set up and managed by the Department of Posts, India and Systemically Important NBFCs Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids. 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 Banks through the UPI Mechanism (for UPI Bidders using the UPI Mechanism) that is specified in the ASBA Form at the time of submission of the ASBA Form. Mode of Bidding Through ASBA process only (except Anchor Investors). In case of UPI Bidders, ASBA process will include the UPI Mechanism. *Assuming full subscription in the Issue 1. Our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price Anchor Investor Allocation Price. 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. For details, see “Issue Procedure” on page 427. 2. Subject to valid Bids being received at or above the Issue Price. This is an Issue in terms of Rule 19(2)(b) of the SCRR in compliance with Regulation 6(1) of the SEBI ICDR Regulations. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Issue shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. The Equity Shares available for allocation to Non-Institutional Bidders under the Non Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹2.00 lakh and up to ₹10.00 lakh, and (ii) two third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹10.00 lakh, 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 Bidders. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non- Institutional Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of the Issue” on page 416. 3. In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids, except as otherwise permitted, in any or all categories. 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 Issue Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. The Bids by FPIs with certain structures as described under “Issue Procedure - Bids by FPIs” on page 434 and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders (with same PAN) may be proportionately distributed. The Bids by FPIs with certain structures as described under “Issue Procedure — Bids by FPIs” on page 242 and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity 425Shares of ₹10 each Allocated and Allotted to such successful Bidders (with same PAN) may be proportionately distributed. Bidders will be required to confirm and will be deemed to have represented to our Company, the members of the Syndicate, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non- Institutional Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of the Issue” on page 416. 426ISSUE PROCEDURE All Bidders should read the General Information Document for investing in public issues prepared and issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 issued by SEBI and the UPI Circulars (the “General Information Document”) which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum Application Form. The General Information Document is available on the websites of the Stock Exchanges and the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to the Issue especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The Bidders should note that the details and process provided in the General Information Document should be read along with this section. Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note (“CAN”) and Allotment in the Issue; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) designated date; (viii) disposal of applications; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable provisions of the Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund. SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, had introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019. With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIBs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds was discontinued and only the UPI Mechanism for such Bids with 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/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the timeline for implementation of UPI Phase II till March 31, 2020. 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 Issue will be undertaken pursuant to the processes and procedures under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, had introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. Further, pursuant to the SEBI RTA Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, 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. In terms of Regulation 23(5) and Regulation 52 of the SEBI ICDR Regulations, the timelines and processes mentioned in the SEBI ICDR Master Circular, shall continue to form part of the agreements being signed 427between the intermediaries involved in the public issuance process and lead managers shall continue to coordinate with intermediaries involved in the said process. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated in accordance with applicable law. The Book Running Lead Manager shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Investors shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus, the Red Herring Prospectus, and the Prospectus. Book Building Procedure This Issue is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Issue is being made through the Book Building Process and is in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of the Issue shall be allocated on a proportionate basis to QIBs, provided that our Company, in consultation with BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, subject to availability of Equity Shares in the respective categories, not less than 15% of the Issue shall be available for allocation to Non-Institutional Bidders out of which (a) one third of such portion shall be reserved for applicants with application size of more than ₹0.20million and up to ₹1.00 million; and (b) two third of such portion shall be reserved for applicants with application size of more than ₹1.00million, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders, at the discretion of our Company, in consultation with the BRLM, and the Designated Stock Exchange, subject to receipt of valid Bids received at or above the Issue Price and subject to applicable laws. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges. Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the Central Board of Direct Taxes dated February 13, 2020 read with press releases dated June 25, 2021 and September 17, 2021, read with press release dated September 17, 2021. CBDT circular no.7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023. Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The Bid cum Application Forms, which do not have the details of the Bidders’ depository account, including DP ID, Client ID, UPI ID (in case of UPI Bidders using the UPI Mechanism) and PAN, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. Phased implementation of Unified Payments Interface for Bids by Retail Individual Bidders SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of equity shares and 428convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working 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 Mechanism in three phases in the following manner: Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days. Phase II: This phase was 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 had decided to extend the timeline for implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase II till further notice. Under this phase, submission of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds had been discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during this phase. Phase III: This phase 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 pursuant to the T+3 Notification. In this phase, the time duration from public issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. The Issue will be made under UPI Phase III of the UPI Circular (on mandatory basis). The Issue will be advertised in all edition of [●] (a widely circulated English national daily newspaper), all edition of [●] (a widely circulated Hindi national daily newspaper), and all edition of [●] (a widely circulated Tamil newspaper, Tamil being the regional language of Chennai, Tamil Nadu, India) each with wide circulation on or prior to the Bid/Issue Opening Date and such advertisement shall also be made available to the Stock Exchanges for the purpose of uploading on their websites. Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 200,000 and up to ₹ 500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular. Pursuant to the SEBI ICDR Master Circular, 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 SEBI ICDR Master Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the 429requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only after (i) unblocking of application amounts for such application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. 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. For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the BRLM. Bid cum Application Form Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with the Designated Intermediaries at the relevant Bidding Centres, and at our Registered Office. An electronic copy of the Bid cum Application 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/ Issue Opening Date. For Anchor Investors, the Anchor Investor Application Form will be available at the offices of the BRLM. All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process which shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Issue through the ASBA process. UPI Bidders must provide the UPI ID in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be rejected. ASBA Bidders must provide either (i) bank account details and authorisation to block funds in their respective ASBA Accounts or (ii) the UPI Id, as applicable in the relevant space provided in the ASBA Form and the ASBA Forms that do not contain such details are liable to be rejected. The ASBA Bidders shall ensure that they have sufficient balance in their bank accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the Bidder pursuant to the SEBI ICDR Master Circular. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. This circular is applicable for all categories of Bidders, i.e. RIB, QIB, NIB and other reserved categories and also for all modes through which the applications are processed. All ASBA Bidders are required to provide either, (i) bank account details and authorizations to block funds in the ASBA Form; or (ii) the UPI ID, as applicable, in the relevant space provided in the ASBA Form and the ASBA Forms that did not contain such details will be rejected. Applications made by the UPI Bidders using third party bank account or using third party linked bank account UPI ID are liable to be rejected. UPI Bidders using the UPI Mechanism may also apply through the mobile applications using the UPI handles as provided on the website of the SEBI. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, sub-Syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs. Since the Issue will be made under Phase III on a mandatory basis, ASBA Bidders may submit the ASBA form in the manner below: 430a. NIIs (other than the UPI Bidders using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. b. 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. c. QIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate, Sub- Syndicate Members, Registered Brokers, RTAs or CDPs. The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the Bidder pursuant to the SEBI ICDR Master Circular. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For Anchor Investors, the Anchor Investor Application Form will be available with the BRLM. The prescribed colour of the Bid cum Application Form for the various categories is as follows: Category Colour of Bid cum Application Form* Resident Indians, including QIBs, Non-institutional Bidders and Retail Individual Bidders, each [●] resident in India and Eligible NRIs applying on a non-repatriation basis Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts which are foreign [●] corporates or foreign individuals under the QIB Portion), FPIs or FVCIs registered multilateral and bilateral development financial institutions applying on a repatriation basis(1) Anchor Investors(2) [●] * Excluding electronic Bid cum Application Form. Notes: (1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the website of NSE (www.nseindia.com) and BSE (www.bseindia.com). (2) Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLM. (3) Bid cum Application Forms for Eligible Employees will be available only at our Registered Offices. For ASBA Forms (other than UPI Bidders using the UPI Mechanism), the Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Forms 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. Further, SCSBs shall upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with a mandatory confirmation on the application monies blocked. 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 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 during the Bid Period and the modification / updation of Bids shall close at 5.00 pm on the Bid / Issue Closing Date. For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Banks on a continuous basis through API integration to enable the Sponsor Banks to initiate a UPI Mandate Request to such UPI Bidders for blocking of funds. The Sponsor Banks 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 Banks, 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 Banks and the Bankers to the Issue. The Sponsor Banks and the Bankers to the Issue shall provide the audit trail to the BRLM for analysing the same and fixing liability. In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022, 431for all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/ Issue Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism 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. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in the SEBI ICDR Master Circular. 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. for QIBs and Non-Institutional Bidders categories and up to 5.00 p.m. for Retail Individual Bidders categories on the initial public offer closure day; d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids; e) The Stock Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with lates status as RC 100 block request accepted by Bidder/client. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States, except pursuant to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sale occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. 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. Electronic registration of Bids a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before the closure of the Issue subject to applicable laws. b) On the Bid/ Issue Closing Date, the Designated Intermediaries may upload the Bids 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 allocation/Allotment. The Designated Intermediaries are given till 5:00 pm IST for RIBs and 4:00 pm for Non-Institutional Bidders and QIBs on the Bid/ Issue Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/ Issue Period after which the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing. d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids. Participation by the Promoters, Promoter Group, the Book Running Lead Manager, the Syndicate Members and persons related to Promoters/Promoter Group/the BRLM 432The BRLM and the Syndicate Members shall not be allowed to purchase Equity Shares in the Issue in any manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the Syndicate Members may Bid for Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional Portion as may be applicable to such Bidders where the allocation is on a proportionate basis or in any other manner as introduced under applicable laws and such subscription may be on their own account or on behalf of their clients. All categories of Bidders, including associates or affiliates of the BRLM 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 BRLM nor any associate of the BRLM can apply in the Issue under the Anchor Investor Portion (i) mutual funds sponsored by entities which are associate of the BRLM; (ii) insurance companies promoted by entities which are associate of the BRLM; (iii) AIFs sponsored by the entities which are associate of the BRLM; (iv) FPIs other than individuals, corporate bodies and family offices which are associates of the BRLM; or (v) Pension funds sponsored by entities which are associate of the BRLM. A qualified institutional buyer who has any of the following rights in relation to our Company shall also be deemed to be a person related to the Promoters or Promoter Group of our Company: (i) rights under a shareholders’ agreement or voting agreement entered into with the Promoters or Promoter Group of our Company; (ii) veto rights; or (iii) right to appoint any nominee director on our Board. Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if: (i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors, the BRLM. Our Promoters and the members of our Promoter Group will not participate in the Issue. Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which such Bid has been made. No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity-related instruments of any single company, provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by Eligible Non-Resident Indians(“NRIs”) Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block their Non- Resident External 433(“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSB (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form. NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circulars). Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Issue, provided the UPI facility is enabled for their NRE/ NRO accounts. NRIs applying in the Issue 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 FEMA Non-debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity share capital on a fully diluted basis or shall not exceed 10% of the paid- up value of each series of debentures or preference shares or share warrant or such other limit as may be stipulated by RBI in each case, from time to time. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the members of the Indian Company in a general meeting. Participation of Eligible NRIs shall be subject to the FEMA Non-debt Instruments Rules. Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●] in colour). Only Bids accompanied by payment in Indian rupees or fully converted foreign exchange will be considered for Allotment. For further details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 692. Bids by Hindu Undivided Families Bids by Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or first Bidder/applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs may be considered at par with Bids/Applications from individuals. Bids by Foreign Portfolio Investors An FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognised stock exchange in India, and/or may purchase or sell securities other than equity instruments. FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the Government from time to time. In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common control) must be below 10% of our total paid-up Equity Share capital on a fully diluted basis. Further, in terms of the FEMA NDI Rules, the total holding by each FPI (or a group) shall be less than 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis and the aggregate limit for FPI investments shall be sectoral caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of our Company on a fully diluted basis. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued that may be issued by our Company, the total investment made by the FPI will be re-classified 434as 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. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non-Residents ([●] in colour). As specified in the General Information Document, it is hereby clarified that bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that utilize the multiple investment manager structure in accordance with the SEBI master circular bearing reference no. SEBI/HO/AFD/AFD-PoD-2/P/CIR/2- 24/70 dated May 30, 2024, on Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors (“MIM Structure”), provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure and indicate the name of their respective investment managers in such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids are liable to be rejected. Further, in the following cases, the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM Structure and indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager; (v) multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related investors registered as Category 1 FPIs; and (vii) Entities registered as Collective Investment Scheme having multiple share classes. To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the Issue to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed by SEBI from time to time. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time. An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments issued by or on its behalf, is carried out subject to inter alia the following conditions: (a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 21(1) of the SEBI FPI Regulations; and (b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments are to be transferred to are pre-approved by the FPI. Participation of FPIs in the Issue shall be subject to the FEMA NDI Rules. Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum 435Application Form “exceeds the Issue size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus.” For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple entities having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary derivative instruments) for 10% or more of our total paid-up post Issue Equity Share capital shall be liable to be rejected. For details of investment by FPIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 692. All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance finds set up by the army, navy or air force of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹250.00 million and pension funds with a minimum corpus of ₹250.00 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 (in each case, subject to applicable law and in accordance with their respective constitutional documents), a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws, as applicable must be lodged along with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reasons thereof. Our Company, in consultation with the BRLM in their absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to such terms and conditions that our Company in consultation with the BRLM, may deem fit. Bids by Securities Exchange Board of India registered Venture Capital Funds, Alternate Investment Funds and Foreign Venture Capital Investors The SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF or FVCI. Further, subject to FEMA Rules, VCFs and FVCIs can invest only up to 33.33% of their investible funds in various prescribed instruments, including in public offerings. Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee company. A category III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of subscription to an initial public offering of a venture capital undertaking. Pursuant to the repeal of the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. Participation of VCFs, AIFs or FVCIs in the Issue shall be subject to the FEMA NDI Rules. 436All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. Bids by Limited Liability Partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, 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 the RBI, certified copies of (i) the certificate of registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as amended, (the “Banking Regulation Act”), and the Master Directions - Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial services company cannot exceed 20% of the bank’s paid up share capital and reserves. However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid- up share capital of such investee company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s interest on loans/investments made to a company. (iii) hold along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank; and mutual funds managed by asset management companies controlled by the bank, more than 20% of the investee company’s paid-up share capital engaged in non-financial services. However, this cap doesn’t apply to the cases mentioned in (i) and (ii) above. Further, the aggregate investment by a banking company in all its subsidiaries and other entities engaged in financial services and non- financial services, including overseas investments, cannot exceed 20% of the banking company’s paid- up share capital and reserves. The bank is required to submit a time-bound action plan for disposal of such shares within a specified period to the RBI. A banking company would require a prior approval of the RBI to make (i) investment in excess of 30% of the paid-up share capital of the investee company, (ii) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed), and (iii) investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended. Bids by Self Certified Syndicate Banks SCSBs participating in the Issue are required to comply with the terms of the circulars bearing numbers CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively, issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for such applications. 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 437consultation with the BRLM reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law. The exposure norms for insurance companies are prescribed under the Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024 read with the Master Circular on Actuarial, Finance and Investment Functions of Insurers dated May 17, 2024, each amended (“IRDAI Investment Regulations”), based on investments in the equity shares of a company, the entire group of the investee company and the industry sector in which the investee company operates. Insurance companies are entitled to invest only in other listed insurance companies and insurance companies participating in the Issue are advised to refer to the IRDAI Investment Regulations for specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time: • equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or health insurer; • the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the investment assets in all companies belonging to the group, whichever is lower; and • the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower. The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above, as the case may be. Insurance companies participating in the Issue are advised to refer to the IRDAI Investment Regulations for specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time. Bids by Provident Funds/Pension Funds In case of Bids made by provident funds/pension funds with minimum corpus of ₹250.00 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, subject to applicable law, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company and the in consultation with the BRLM, reserves the right to reject any Bid, without assigning any reason thereof. Bids by Systemically Important Non-Banking Financial Companies In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii) a net worth certificate from its statutory auditor, and (iv) such other approval as may be required by the Systemically Important Non-Banking Financial Companies, are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. Bids by Anchor Investors In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms for participation by Anchor Investors are provided below. 1. Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the BRLM. 2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100.00 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. 4383. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds. 4. Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date and will be completed on the same day. 5. Our Company, in consultation with the BRLM will finalize allocation to the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100.00 million; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹1,000.00 Lakh but up to ₹25,000.00 Lakh, subject to a minimum Allotment of ₹500.00 lakh per Anchor Investor; and (c) in case of allocation above ₹25,000.00 Lakh under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹25,000.00 Lakh, and an additional 10 Anchor Investors for every additional ₹25,000.00 Lakh, subject to minimum Allotment of ₹500.00 Lakh per Anchor Investor. 6. Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain by the BRLM before the Bid/ Issue Opening Date, through intimation to the Stock Exchanges. 7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid. 8. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Issue Price is lower than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Issue Price. 9. 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 and the remaining 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment. 10. Neither the (a) BRLM(s) or any associate of the BRLM (other than mutual funds sponsored by entities which are associate of the BRLM or insurance companies promoted by entities which are associate of the BRLM or Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the BRLM or FPIs, other than individuals, corporate bodies and family offices, which are associates of the BRLM or pension funds sponsored by entities which are associate of the BRLM) nor (b) the Promoters, Promoter Group or any person related to the Promoters or members of our Promoter Group shall apply under the Anchor Investors category. 11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids. For more information, please read the General Information Document. The information set out above is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus, 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 law or regulations, or as specified in this Draft Red Herring Prospectus or as will be specified in the Red Herring Prospectus and the Prospectus. 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. Information for Bidders The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid. 439In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/or the Book Running Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other 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. General Instructions Please note that QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIBs can revise their Bid(s) during the Bid/ Issue Period and withdraw or lower the size of their Bid(s) until Bid/ Issue Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date. Do’s: 1. Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with the notification dated February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023 read with subsequent circulars issued in relation thereto; 2. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; 3. Ensure that you have Bid within the Price Band; 4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; 5. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e. bank account number or UPI ID, as applicable) in the Bid cum Application Form if you are not an UPI Bidder in the Bid cum Application Form and if you are an UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form; 6. UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019; 7. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General Information Document; 8. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM; 9. UPI Bidders Bidding in the Issue shall ensure that they use only their own ASBA Account or only their own bank account linked UPI ID to make an application in the Issue and not ASBA Account or bank account linked UPI ID of any third party. 10. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only. 11. Ensure that you mandatorily have funds equal to or higher than the Bid Amount in the ASBA Account maintained with the SCSB before submitting the ASBA Form to the relevant Designated Intermediaries; 12. If the First Bidder is not the bank account holder, ensure that the Bid cum Application Form is signed by the account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank account number in the Bid cum Application Form (for all ASBA Bidders other than UPI Bidders); 13. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms; 14. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment specifying the application number as a proof of having accepted Bid cum Application Form for all your Bid options from the concerned Designated Intermediary; 15. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs; 44016. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names Ensure that the signature of the First Bidder is included in the Bid cum Application Forms; 17. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable; 18. UPI Bidders in the Issue to ensure that they shall use only their own ASBA Account or only their own bank account linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Issue and not ASBA Account or bank account linked UPI ID of any third party; 19. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 20. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating in the Issue, ensure that you authorise the UPI Mandate Request, including in case of any revision of Bids, raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; 21. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of the SEBI circular no. MRD/Dop/Cir-20/2008 dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular no. MRD/DoP/SE/Cir- 8 /2006 dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficial owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; 22. Ensure that the Demographic Details are updated, true and correct in all respects; 23. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal; 24. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload of your Bid in the electronic Bidding system of the Stock Exchanges; 25. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents including a copy of the power of attorney, if applicable, are submitted; 26. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian laws; 27. UPI Bidders who wish to Bid should submit Bid with the Designated Intermediaries, pursuant to which the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account; 28. Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database; 29. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in the RIB’s ASBA Account; 30. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 12:00 p.m. IST of the Working Day immediately after the Bid/ Issue Closing Date; 44131. Anchor Investors should submit the Anchor Investor Application Forms to the BRLM; 32. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected; 33. Bids by Eligible NRIs for a Bid Amount of less than ₹200,000 would be considered under the retail category for the purposes of allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the non-institutional category for allocation in the Issue; 34. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, an UPI Bidder may be deemed to have verified the attachment containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorised the Sponsor Banks to block the Bid Amount mentioned in the Bid Cum Application Form; and 35. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor Investors and UPI Bidders) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in). The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Don’ts: 1. Do not Bid for lower than the minimum Bid Lot; 2. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be after you have submitted a Bid to a Designated Intermediary; 3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price; 4. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding Centres; 5. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms; 6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest; 7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; 8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); 9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 10. Do not submit the Bid for an amount more than funds available in your ASBA account; 11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of a Bidder; 12. In case of ASBA Bidders, do not submit more than one ASBA Form from an ASBA Account; 13. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the relevant ASBA Account or in the case of UPI Bidders, in the UPI-linked bank account where funds for making the Bid are available; 14. If you are an UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID; 15. Anchor Investors should not Bid through the ASBA process; 16. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 17. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 18. Do not submit the General Index Register (GIR) number instead of the PAN; 19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue; 44220. Do not submit a Bid in case you are not eligible to acquire Equity Shares of face value of ₹10 each under applicable law or your relevant constitutional documents or otherwise; 21. 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); 22. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price; 23. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; 24. Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediaries; 25. Do not Bid for Equity Shares of face value of ₹10 each more than what is specified for each category; 26. If you are a QIB, do not submit your Bid after 3 p.m. IST on the QIB Bid/ Issue Closing Date; 27. Do not fill up the Bid cum Application Form such that the number of Equity Shares of face value of ₹10 each Bid for, exceeds the Issue size and/or investment limit or maximum number of the Equity Shares of face value of ₹10 each that can be held under applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus; 28. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares of face value of ₹10 each or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIBs can revise or withdraw their Bids on or before the Bid/ Issue Closing Date; 29. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are UPI Bidder, do not submit the ASBA Form directly with SCSBs; 30. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or third party linked bank account UPI ID; 31. Do not Bid if you are an OCB; 32. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile applications which is not mentioned in the list provided on the SEBI website is liable to be rejected; 33. Do not submit the Bid cum Application Forms to any non-SCSB bank; 34. Do not submit a Bid cum Application Form with third party ASBA Bank Account or UPI ID (in case of Bids submitted by UPI Bidder); 35. Do not Bid for a Bid Amount exceeding ₹200,000 (for Bids by Retail Individual Bidders); 36. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of Bids submitted by UPI Bidders; and 37. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹500,000. 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 list 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 is liable to be rejected. Grounds for technical rejection In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to note that Bids maybe rejected on the following additional technical grounds: (a) Bids submitted without instruction to the SCSBs to block the entire Bid Amount; (b) Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; (c) Bids submitted on a plain paper; (d) Bids submitted by UPI Bidders through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; (e) Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a third-party linked bank account UPI ID (subject to availability of information regarding third-party account from Sponsor Bank(s)); (f) Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead Manager; (g) Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediary; 443(h) ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI IDs; (i) ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; (j) Bids submitted without the signature of the First Bidder or Sole Bidder; (k) The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; (l) Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of the SEBI ICDR Master Circular; (m) GIR number furnished instead of PAN; (n) Bids by RIBs with Bid Amount of a value of more than ₹ 200,000; (o) Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; (p) Bids accompanied by stock invest, money order, postal order, or cash; and (q) Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Issue Closing Date and by Non-Institutional Bidders uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/ Issue Closing Date, unless extended by the Stock Exchanges. On Bid/ Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by RIBs after taking into account the total number of Bids received and as reported by the BRLM to the Stock Exchanges. Further, in case of any pre-Issue or post-Issue related issues regarding share certificates/ demat credit/refund orders/unblocking etc., Bidders can reach out to the Company Secretary and Chief Compliance Officer. For further details of the Company Secretary and Chief Compliance Officer, see “General Information” and “Our Management” beginning on pages 106 and 328, respectively. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated in accordance with applicable law. The Book Running Lead Manager 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 (to the extent applicable) in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The BRLM shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master Circular shall continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and the BRLM shall continue to coordinate with intermediaries involved in the said process. For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document. Names of entities responsible for finalising the basis of allotment in a fair and proper manner The authorised employees of the Designated Stock Exchange, along with the BRLM and the Registrar to the Issue, 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 Securities and Exchange Board of India from time to time Our Company will not make any allotment in excess of the Equity Shares offered through the Issue through the Red Herring Prospectus and the Prospectus, except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Issue may be made for the purpose of making allotment in minimum lots. The allotment of Equity Shares to applicants other than to the RIBs, Non-Institutional Bidders and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed. The Allotment of Equity Shares to Anchor Investors shall be on a 444discretionary basis. The Allotment of Equity Shares to each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to the availability of shares in Retail Individual Bidder category, and the remaining available shares, if any, shall be allotted on a proportionate basis. Not more than 15% of the Issue shall be available for allocation to Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 200,000 and up to ₹ 1,000,000, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 1,000,000, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment to each Non-Institutional Bidder shall not be less than the minimum NIB application size, subject to the availability of Equity Shares in the Non- Institutional Portion, and the remaining Equity Shares. Payment into Anchor Investor Escrow Accounts Our Company, in consultation with the BRLM will decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which, the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Anchor Investor Escrow Account should be drawn in favour of: (a) In case of resident Anchor Investors: “[●]” (b) In case of Non-Resident Anchor Investors: “[●]” Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate collections of Bid amounts from Anchor Investors. Pre-Issue Advertisement Subject to Section 30 of the Companies Act, our Company shall, after filing the Red Herring Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed under the SEBI ICDR Regulations, in all edition of [●] (a widely circulated English national daily newspaper), all edition of [●] (a widely circulated Hindi national daily newspaper), and all edition of [●] (a widely circulated Tamil newspaper, Tamil being the regional language of Chennai, Tamil Nadu, India where our Registered Office is located) each with wide circulation. In the pre-Issue advertisement, we shall state the Bid/ Issue Opening Date and the Bid/ Issue Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. Allotment Advertisement The Allotment advertisement shall be uploaded on the websites of our Company, BRLM and Registrar to the Issue, before 9 p.m. IST, on the date of receipt of the final listing and trading approval from the Stock Exchanges, provided such final listing and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading approval from the Stock Exchanges is received post 9:00 p.m. IST on that date, then the Allotment Advertisement shall be uploaded on the websites of our Company, BRLM and Registrar to the Issue, following the receipt of final listing and trading approval from all the Stock Exchanges. Our Company, the BRLM and the Registrar to the Issue shall publish the Basis of Allotment advertisement not later than one day after the date of commencement of trading, disclosing the date of commencement of trading in all edition of [●] (a widely circulated English national daily newspaper), all edition of [●] (a widely circulated Hindi national daily newspaper), and all edition of [●] (a widely circulated Tamil newspaper, Tamil being the regional language of Chennai, Tamil Nadu, India where our Registered Office is located) each with wide circulation. The information set out above is given for the benefit of the Bidders/applicants. Bidders/applicants are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do 445not exceed the prescribed limits under applicable laws or regulations. Signing of the Underwriting Agreement and Filing with the Registrar of Companies, Chennai (a) Our Company and the Underwriters intend to enter into an Underwriting Agreement after the finalisation of the Issue Price. (b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in accordance with applicable law, which would then be termed as the Prospectus. The Prospectus will contain details of the Issue Price, the Anchor Investor Issue Price, the Issue size, and underwriting arrangements and will be complete in all material respects. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 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, for fraud involving an amount of at least ₹1 million or 1% of the turnover of our Company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1 million or one per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹5 million or with both. Undertakings by our Company Our Company undertakes the following: • the complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily; • all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed are taken within three Working Days from the Bid/ Issue Closing Date or within such other time period as prescribed by SEBI will be taken; • the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed shall be made available to the Registrar to the Issue by our Company; • if Allotment is not made within the prescribed timelines under applicable laws, the entire subscription amount received will be refunded /unblocked within the time prescribed under applicable laws. If there is a delay beyond such prescribed time, our Company shall pay interest prescribed under the Companies Act, the SEBI ICDR Regulations and other applicable laws for the delayed period; • where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within time prescribed under applicable laws, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; • the Promoter’s contribution, if any, shall be brought in advance before the Bid/ Issue Opening Date and the balance, if any, shall be brought in on a pro rata basis before calls are made on the Allottees, in accordance with the applicable provisions of the SEBI ICDR Regulations; • that if our Company does not proceed with the Issue after the Bid/ Issue Closing Date but prior to Allotment, the reason thereof shall be given as a public notice within two Working days of the Bid/ Issue Closing Date. The public notice shall be issued in the same newspapers where the pre-Issue advertisements were published. The Stock Exchanges shall be informed promptly; 446• that if the Issue is withdrawn after the Bid/ Issue Closing Date, our Company shall be required to file a fresh offer document with SEBI, in the event a decision is taken to proceed with the Issue subsequently; • that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the Equity Shares from all the Stock Exchanges where the listing of the Equity Shares is sought has been received; • except for the allotment of Equity Shares pursuant to the Fresh Issue, the Pre-IPO Placement, if any and upon any exercise of options vested pursuant to the ESOP Schemes, no further issue of the Equity Shares shall be made till the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies are refunded/unblocked in the relevant ASBA Accounts on account of non-listing, under- subscription, etc.; and • adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders. Utilisation of Issue proceeds Our Company confirms that: • all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act; • 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 Net Proceeds remains unutilized, under an appropriate separate 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 of our Company indicating the form in which such unutilized monies have been invested. 447RESTRICTIONS 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 has prescribed the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The Government of India has from time to time made policy pronouncements on foreign direct investment ("FDI") through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, GoI, earlier known as Department of Industrial Policy and Promotion ("DPIIT") has issued the Consolidated FDI Policy Circular of 2020 ("FDI Policy") by way of circular bearing number DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, with effect from October 15, 2020, which consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by DPIIT that were in force and effect as on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. Foreign investment of upto 100% is currently permitted under the automatic route for 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 as per the FDI Policy and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits provided under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. 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 Consolidated FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future FDI in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India, has also made a similar amendment to the FEMA Rules. Each Applicant should seek independent legal advice about its ability to participate in the Issue. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Applicant shall intimate our Company and the Registrar to the Issue in writing about such approval along with a copy thereof within the Issue Period. As per the existing policy of the Government of India, OCBs cannot participate in this Issue. The Equity Shares offered in the Issue 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 applicable state securities laws. Accordingly, such Equity Shares are being offered and sold (i) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The above information is given for the benefit of the Applicants. Our Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares Apply for the Issue do not exceed the applicable limits under applicable laws or regulations. For further details, see "Issue Procedure" beginning on page 427. 448SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION Pursuant to the Companies Act and the SEBI ICDR Regulations, the Description of Equity Shares and Terms of the Articles of Association are detailed below. Capitalised terms used in this section have the meaning given to them in the Articles of Association. Each provision below is numbered as per the corresponding article number in the Articles of Association and defined terms herein have the meaning given to them in the Articles of Association. The following regulations comprised in these Articles of Association were adopted pursuant to members’ resolution passed at the Extraordinary General Meeting held on, January 19, 2024 in substitution for and to the entire exclusion of, the regulations contained in the existing Articles of Association of the Company. UNDER THE COMPANIES ACT, 2013 *THE ARTICLES OF ASSOCIATION OF R.K. STEEL MANUFACTURING COMPANY LIMITED (THE “COMPANY”) A COMPANY LIMITED BY SHARES Article Articles Particulars No. 1. Table F Applicable. No regulation contained in Table “F” in the First Schedule to Companies Act, 2013 shall apply to this Company but the regulations for the Management of the Company and for the observance of the Members thereof and their representatives shall be as set out in the relevant provisions of the Companies Act, 2013 and subject to any exercise of the statutory powers of the Company with reference to the repeal or alteration of or addition to its regulations by Special Resolution as prescribed by the said Companies Act, 2013 be such as are contained in these Articles unless the same are repugnant or contrary to the provisions of the Companies Act, 2013 or any amendment thereto. CAPITAL 3. Authorized Capital. The Authorized Share Capital of the Company shall be such amount as may be mentioned in Clause V of Memorandum of Association of the Company from time to time. 4. Increase of capital by the The Company may in General Meeting from time to time by Company how carried into Ordinary Resolution increase its capital by creation of new Shares effect which may be unclassified and may be classified at the time of issue in one or more classes and of such amount or amounts as may be deemed expedient. The new Shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the resolution shall prescribe and in particular, such Shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a right of voting at General Meeting of the Company in conformity with Section 47 of the Act. Whenever the capital of the Company has been increased under the provisions of this Article the Directors shall comply with the provisions of Section 64 of the Act. 449Article Articles Particulars No. 5. New Capital same as existing Except so far as otherwise provided by the conditions of issue or by capital these Presents, 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. 6. Non-Voting Shares The Board shall have the power to issue a part of authorized capital by way of non-voting Shares at price(s) premia, dividends, eligibility, volume, quantum, proportion and other terms and conditions as they deem fit, subject however to provisions of law, rules, regulations, notifications and enforceable guidelines for the time being in force. 7. Redeemable Preference Subject to the provisions of the Act and these Articles, the Board Shares of Directors may issue redeemable preference shares to such persons, on such terms and conditions and at such times as Directors think fit either at premium or at par, and with full power to give any person the option to call for or be allotted shares of the company either at premium or at par, such option being exercisable at such times and for such consideration as the Board thinks fit. 8. Voting rights of preference The holder of Preference Shares shall have a right to vote only on shares Resolutions, which directly affect the rights attached to his Preference Shares. 9. Provisions to apply on issue of On the issue of redeemable preference shares under the provisions Redeemable Preference of Article hereof , the following provisions-shall take effect: Shares (a) No such Shares shall be redeemed except out of profits of which would otherwise be available for dividend or out of proceeds of a fresh issue of shares made for the purpose of the redemption; (b) No such Shares shall be redeemed unless they are fully paid; (c) Subject to section 55(2)(d)(i) the premium, if any payable on redemption shall have been provided for out of the profits of the Company or out of the Company's security premium account, before the Shares are redeemed; (d) Where any such Shares are redeemed otherwise then out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called "the Capital Redemption Reserve Account", a sum equal to the nominal amount of the Shares redeemed, and the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided in Section 55of the Act apply as if the Capital Redemption Reserve Account were paid-up share capital of the Company; and (e) Subject to the provisions of Section 55 of the Act, the redemption of preference shares hereunder may be effected in accordance with the terms and conditions of their issue and in the absence of any specific terms and conditions in that behalf, in such manner as the Directors may think fit. The reduction of Preference Shares under the provisions by the Company shall not be taken as reducing the amount of its Authorized Share Capital 450Article Articles Particulars No. 10. Reduction of capital The Company may (subject to the provisions of sections 52, 55, 66, both inclusive, and other applicable provisions, if any, of the Act) from time to time by Special Resolution reduce (a) the share capital; (b) any capital redemption reserve account; or (c) any security premium account In any manner for the time being, authorized by law and in particular capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to derogate from any power the Company would have, if it were omitted. 11. Debentures Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination and with any privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting) at the General Meeting, appointment of Directors and otherwise. Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution. 12. Issue of Sweat Equity Shares The Company may exercise the powers of issuing sweat equity shares conferred by Section 54 of the Act of a class of shares already issued subject to such conditions as may be specified in that sections and rules framed thereunder. 13. ESOP The Company may issue shares to Employees including its Directors other than independent directors and such other persons as the rules may allow, under Employee Stock Option Scheme (ESOP) or any other scheme, if authorized by a Special Resolution of the Company in general meeting subject to the provisions of the Act, the Rules and applicable guidelines made there under, by whatever name called. 14. Buy Back of shares Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities. 15. Consolidation, Sub- Division Subject to the provisions of Section 61 of the Act, the Company in And Cancellation general meeting may, from time to time, sub-divide or consolidate all or any of the share capital into shares of larger amount than its existing share or sub-divide its shares, or any of them into shares of smaller amount than is fixed by the Memorandum; subject nevertheless, to the provisions of clause (d) of sub-section (1) of Section 61; Subject as aforesaid the Company in general meeting may also cancel shares which 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. 16. Issue of Depository Receipts Subject to compliance with applicable provision of the Act and rules framed thereunder the company shall have power to issue depository receipts in any foreign country. 451Article Articles Particulars No. 17. Issue of Securities Subject to compliance with applicable provision of the Act and rules framed thereunder the company shall have power to issue any kind of securities as permitted to be issued under the Act and rules framed thereunder . MODIFICATION OF CLASS RIGHTS 18. Modification of rights (a) If at any time the share capital, by reason of the issue of Preference Shares or otherwise is divided into different classes of shares, all or any of the rights privileges attached to any class (unless otherwise provided by the terms of issue of the shares of the class) may, subject to the provisions of Section 48 of the Act and whether or not the Company is being wound-up, be varied, modified or dealt, with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. The provisions of these Articles relating to general meetings shall mutatis mutandis apply to every such separate class of meeting. Provided that if variation by one class of shareholders affects the rights of any other class of shareholders, the consent of three-fourths of such other class of shareholders shall also be obtained and the provisions of this section shall apply to such variation. New Issue of Shares not to (b) The rights conferred upon the holders of the Shares including affect rights attached to Preference Share, if any) of any class issued with preferred or other existing shares of that class. rights or privileges shall, unless otherwise expressly provided by the terms of the issue of shares of that class, be deemed not to be modified, commuted, affected, abrogated, dealt with or varied by the creation or issue of further shares ranking pari passu therewith. 19. Shares at the disposal of the Subject to the provisions of Section 62 of the Act and these Articles, Directors. the shares in the capital of the company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. 20. Power to issue shares on The Company may issue shares or other securities in any manner preferential basis. whatsoever including by way of a preferential offer, to any persons whether or not those persons include the persons referred to in clause (a) or clause (b) of sub-section (1) of section 62 subject to compliance with section 42 and 62 of the Act and rules framed thereunder. 452Article Articles Particulars No. 21. Shares should be Numbered The shares in the capital shall be numbered progressively according progressively and no share to to their several denominations, and except in the manner be subdivided. hereinbefore mentioned no share shall be sub-divided. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished. 22. Acceptance of Shares. An 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 shall for the purposes of these Articles, be a Member. 23. Directors may allot shares as Subject to the provisions of the Act and these Articles, the Directors full paid-up may allot and issue shares in the Capital of the Company as payment or part payment for any property (including goodwill of any business) sold or transferred, goods or machinery supplied or for services rendered to the Company either in or about the formation or promotion of the Company or the conduct of its business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than in cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares as aforesaid. 24. Deposit and call etc.to be a The money (if any) which the Board shall on the allotment of any debt payable immediately. 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 become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him, accordingly. 25. Liability of Members. Every Member, or his heirs, executors, administrators, or legal representatives, shall pay to the Company the portion of the Capital represented by his share or shares which may, for the time being, remain unpaid thereon, in such amounts at such time or times, and in such manner as the Board shall, from time to time in accordance with the Company’s regulations, require on date fixed for the payment thereof. 26. Registration of Shares. Shares may be registered in the name of any limited company or other corporate body but not in the name of a firm, an insolvent person or a person of unsound mind. RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT 27. The Board shall observe the restrictions as regards allotment of shares to the public, and as regards return on allotments contained in Sections 39 of the Act. CERTIFICATES 453Article Articles Particulars No. 28. Share Certificates. (a) Every member shall be entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as provided in the relevant laws) to several certificates, each for one or more of such shares and the company shall complete and have ready for delivery such certificates within two months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application for registration of transfer, transmission, sub- division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under the seal of the company and shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holder. Such certificate shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company of its letter of allotment or its fractional coupons of requisite value, save in cases of issues against letter of acceptance or of renunciation or in cases of issue of bonus shares. Every such certificate shall be issued under the seal of the Company, which shall be affixed in the presence of two Directors or persons acting on behalf of the Directors under a duly registered power of attorney and the Secretary or some other person appointed by the Board for the purpose and two Directors or their attorneys and the Secretary or other person shall sign the share certificate, provided that if the composition of the Board permits of it, at least one of the aforesaid two Directors shall be a person other than a Managing or whole-time Director. 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. (b) Any two or more joint allottees of shares shall, for the purpose of this Article, be treated as a single member, and the certificate of any shares which may be the subject of joint ownership, may be delivered to anyone of such joint owners on behalf of all of them. For any further certificate the Board shall be entitled, but shall not be bound, to prescribe a charge not exceeding Rupees Fifty. The Company shall comply with the provisions of Section 39 of the Act. (c) A Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose. 454Article Articles Particulars No. 9. Issue of new certificates in If any certificate be worn out, defaced, mutilated or torn or if there place of those defaced, lost or be no further space on the back thereof for endorsement of transfer, destroyed. then upon production and surrender thereof to the Company, a new Certificate may be issued in lieu thereof, and if any certificate 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 Certificate in lieu thereof shall be given to the party entitled to such lost or destroyed Certificate. Every Certificate under the Article shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.50/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of transfer. Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or requirements of any Stock Exchange 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 provisions of this Article shall mutatis mutandis apply to debentures of the Company. 30. The first named joint holder (a) If any share stands in the names of two or more persons, the deemed Sole holder. person first named in the Register shall as regard receipts of dividends or bonus or service of notices and all or any other matter connected with the Company except voting at meetings, and the transfer of the shares, be deemed sole holder thereof but the joint- holders of a share shall be severally as well as jointly liable for the payment of all calls and other payments due in respect of such share and for all incidentals thereof according to the Company’s regulations. Maximum number of joint (b) The Company shall not be bound to register more than three holders. persons as the joint holders of any share. 31. Company not bound to Except as ordered by a Court of competent jurisdiction or as by law recognise any interest in share required, the Company shall not be bound to recognise any other than that of registered equitable, contingent, future or partial interest in any share, or holders. (except only as is by these Articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto, in accordance with these Articles, in the person from time to time registered as the holder thereof but the Board shall be at liberty at its sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them. 32. Installment on shares to be If by the conditions of allotment of any share the whole or part of duly paid. the amount or issue price thereof shall be payable by installment, 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. UNDERWRITING AND BROKERAGE 455Article Articles Particulars No. 33. Commission Subject to the provisions of Section 40 (6) of the Act, the Company may at any time pay a commission to any person in consideration of his subscribing or agreeing, to subscribe (whether absolutely or conditionally) for any shares or debentures in the Company, or procuring, or agreeing to procure subscriptions (whether absolutely or conditionally) for any shares or debentures in the Company but so that the commission shall not exceed the maximum rates laid down by the Act and the rules made in that regard. Such commission may be satisfied by payment of cash or by allotment of fully or partly paid shares or partly in one way and partly in the other. 34. Brokerage The Company may pay on any issue of shares and debentures such brokerage as may be reasonable and lawful. CALLS 35. Directors may make calls (1) The Board may, from time to time, subject to the terms on which any shares may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board and not by a circular resolution, make such calls as it thinks fit, upon the Members in respect of all the moneys unpaid on the shares held by them respectively and each Member shall pay the amount of every call so made on him to the persons and at the time and places appointed by the Board. (2) A call may be revoked or postponed at the discretion of the Board. (3) A call may be made payable by installments. 36. Notice of Calls Fifteen days’ notice in writing of any call shall be given by the Company specifying the time and place of payment, and the person or persons to whom such call shall be paid. 37. Calls to date from resolution. A call shall be deemed to have been made at the time when the resolution of the Board of Directors authorising such call was passed and may be made payable by the members whose names appear on the Register of Members on such date or at the discretion of the Directors on such subsequent date as may be fixed by Directors. 38. Calls on uniform basis. Whenever any calls for further share capital are made on shares, such calls shall be made on uniform basis on all shares falling under the same class. For the purposes of this Article shares of the same nominal value of which different amounts have been paid up shall not be deemed to fall under the same class. 39. Directors may extend time. The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call and may extend such time as to all or any of the members who on account of the residence at a distance or other cause, which the Board may deem fairly entitled to such extension, but no member shall be entitled to such extension save as a matter of grace and favour. 40. Calls to carry interest. If any 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 such rate as shall from time to time be fixed by the Board not exceeding 21% per annum but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member. 456Article Articles Particulars No. 41. Sums deemed to be calls. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by installments at fixed time (whether on account of the amount of the share or by way of premium) every such amount or installment shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall apply to such amount or installment accordingly. 42. Proof on trial of suit for money On the trial or hearing of any action or suit brought by the Company due on shares. against any Member or his representatives for the recovery of any money claimed to be due to the Company in respect of his shares, if shall be sufficient to prove that the name of the Member in respect of whose shares the money is sought to be recovered, appears entered on the Register of Members as the holder, at or subsequent to the date at which the money is sought to be recovered is alleged to have become due on the share in respect of which such money is sought to be recovered in the Minute Books: and that notice of such call was duly given to the Member or his representatives used in pursuance of these Articles: and that it shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of Directors was present at the Board at which any call was made was duly convened or constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. 3. Judgment, decree, partial Neither a judgment nor a decree in favour of the Company for calls payment motto proceed for or other moneys due in respect of any shares nor any part payment forfeiture. or satisfaction thereunder nor the receipt by the Company of a portion of any money which shall from time to time be due from any Member of the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall preclude the Company from thereafter proceeding to enforce forfeiture of such shares as hereinafter provided. 44. Payments in Anticipation of (a) The Board may, if it thinks fit, receive from any Member calls may carry interest willing to advance the same, all or any part of the amounts of his respective shares beyond the sums, actually called up and upon the moneys so paid in advance, or upon so much thereof, from time to time, and at any time thereafter as exceeds the amount of the calls then made upon and due in respect of the shares on account of which such advances are made the Board may pay or allow interest, at such rate as the member paying the sum in advance and the Board agree upon. The Board may agree to repay at any time any amount so advanced or may at any time repay the same upon giving to the Member three months’ notice in writing: provided that moneys paid in advance of calls on shares may carry interest but shall not confer a right to dividend or to participate in profits. (b) No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until the same would but for such payment become presently payable. The provisions of this Article shall mutatis mutandis apply to calls on debentures issued by the Company. 457Article Articles Particulars No. LIEN 45. Company to have Lien on The Company shall have a first and paramount lien upon all the shares. shares/debentures (other than fully paid-up shares/debentures) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any, on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause. 46. As to enforcing lien by sale. For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such manner as they shall think fit, but no sale shall be made until such period as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member or the person (if any) entitled by transmission to the shares and default shall have been made by him in payment, fulfillment of discharge of such debts, liabilities or engagements for seven days after such notice. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof and purchaser shall be registered as the holder of the shares comprised in any such transfer. Upon any such sale as the Certificates in respect of the shares sold shall stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a new Certificate or Certificates in lieu thereof to the purchaser or purchasers concerned 47. Application of proceeds of The net proceeds of any such sale shall be received by the Company sale. and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to 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. FORFEITURE AND SURRENDER OF SHARES 48. If call or installment not paid, If any Member fails to pay the whole or any part of any call or notice may be given. installment or any moneys due in respect of any shares either by way of principal or interest on or before the day appointed for the payment of the same, the Directors may, at any time thereafter, during such time as the call or installment or any part thereof or other moneys as aforesaid remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such Member or on the person (if any) entitled to the shares by transmission, requiring him to pay such call or installment of such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all reasonable expenses (legal or otherwise) that may have been accrued by the Company by reason of such non- payment. Provided that no such shares shall be forfeited if any moneys shall remain unpaid in respect of any call or installment or any part thereof as aforesaid by reason of the delay occasioned in payment due to the necessity of complying with the provisions contained in the relevant exchange 458Article Articles Particulars No. control laws or other applicable laws of India, for the time being in force. 49. Terms of notice. The notice shall name a day (not being less than fourteen days from the date of notice) and a place or places on and at which such call or installment and such interest thereon as the Directors shall determine from the day on which such call or installment ought to have been paid and expenses as aforesaid are to be paid. The notice shall also state that, in the event of the non-payment at or before the time and at the place or places appointed, the shares in respect of which the call was made or installment is payable will be liable to be forfeited. 50. On default of payment, shares If the requirements of any such notice as aforesaid shall not be to be forfeited. complied with, every or any share in respect of which such notice has been given, may at any time thereafter but before payment of all calls or installments, interest and expenses, due in respect thereof, be forfeited by resolution of the Board to that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited share and not actually paid before the forfeiture. 51. Notice of forfeiture to a When any shares have been forfeited, notice of the forfeiture shall Member be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof shall forthwith be made in the Register of Members. 52. Forfeited shares to be Any shares so forfeited, shall be deemed to be the property of the property of the Company and Company and may be sold, re-allotted, or otherwise disposed of, may be sold etc. either to the original holder thereof or to any other person, upon such terms and in such manner as the Board in their absolute discretion shall think fit. 53. Members still liable to pay Any Member whose shares have been forfeited shall money owing at time of notwithstanding the forfeiture, be liable to pay and shall forthwith forfeiture and interest. pay to the Company, on demand all calls, installments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of the forfeiture until payment, at such rate as the Board may determine and the Board may enforce the payment of the whole or a portion thereof as if it were a new call made at the date of the forfeiture, but shall not be under any obligation to do so. 54. Effect of forfeiture. The forfeiture shares shall involve extinction at the time of the forfeiture, of all interest in all claims and demand 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 are expressly saved. 55. Evidence of Forfeiture. A declaration in writing that the declarant is a Director or Secretary of the Company and that shares in the Company have been duly forfeited in accordance with these articles 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 shares. 56. Title of purchaser and allottee The Company may receive the consideration, if any, given for the of Forfeited shares. share on any sale, re-allotment or other disposition thereof and the person to whom such share is sold, re-allotted or disposed of may be registered as the holder of the share and he shall not be bound to see to the application of the consideration: if any, nor shall his title to the share be affected by any irregularly or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or 459Article Articles Particulars No. other disposal of the shares. 57. Cancellation of share Upon any sale, re-allotment or other disposal under the provisions certificate in respect of of the preceding Article, the certificate or certificates originally forfeited shares. issued in respect of the relative shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a duplicate certificate or certificates in respect of the said shares to the person or persons entitled thereto. 58. Forfeiture may be remitted. In the meantime and until any share so forfeited shall be sold, re- allotted, or otherwise dealt with as aforesaid, the forfeiture thereof may, at the discretion and by a resolution of the Directors, be remitted as a matter of grace and favour, and not as was owing thereon to the Company at the time of forfeiture being declared with interest for the same unto the time of the actual payment thereof if the Directors shall think fit to receive the same, or on any other terms which the Director may deem reasonable. 59. Validity of sale Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the Board may appoint some person to execute an instrument of transfer of the Shares sold and cause the purchaser's name to be entered in the Register of Members in respect of the Shares sold, and the purchasers shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, 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 and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. 60. Surrender of shares. The Directors may, subject to the provisions of the Act, accept a surrender of any share from or by any Member desirous of surrendering on such terms the Directors may think fit. TRANSFER AND TRANSMISSION OF SHARES 61. Execution of the instrument of (a) The instrument of transfer of any share in or debenture of shares. the Company shall be executed by or on behalf of both the transferor and transferee. (b) The transferor shall be deemed to remain a holder of the share or debenture until the name of the transferee is entered in the Register of Members or Register of Debenture holders in respect thereof. 62. Transfer Form. The instrument of transfer of any share or debenture shall be in writing and all the provisions of Section 56 and statutory modification thereof including other applicable provisions of the Act shall be duly complied with in respect of all transfers of shares or debenture and registration thereof. The instrument of transfer shall be in a common form approved by the Exchange; 460Article Articles Particulars No. 63. Transfer not to be registered The Company shall not register a transfer in the Company other except on production of than the transfer between persons both of whose names are entered instrument of transfer. as holders of beneficial interest in the records of a depository, unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation if any, of the transferee, has been delivered to the Company along with the certificate relating to the shares or if no such share certificate is in existence along with the letter of allotment of the shares: Provided that where, on an application in writing made to the Company by the transferee and bearing the stamp, required for an instrument of transfer, it is proved to the satisfaction of the Board of Directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as to indemnity as the Board may think fit, provided further that nothing in this Article shall prejudice any power of the Company to register as shareholder any person to whom the right to any shares in the Company has been transmitted by operation of law. 64. Directors may refuse to Subject to the provisions of Section 58 of the Act and Section 22A register transfer. of the Securities Contracts (Regulation) Act, 1956, the Directors may, decline to register— (a) any transfer of shares on which the company has a lien. That registration of transfer shall however not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever; 65. Notice of refusal to be given to If the Company refuses to register the transfer of any share or transferor and transferee. transmission of any right therein, the Company shall within one month from the date on which the instrument of transfer or intimation of transmission was lodged with the Company, send notice of refusal to the transferee and transferor or to the person giving intimation of the transmission, as the case may be, and there upon the provisions of Section 56 of the Act or any statutory modification thereof for the time being in force shall apply. 66. No fee on transfer. No fee shall be charged for registration of transfer, transmission, Probate, Succession Certificate and letter of administration, Certificate of Death or Marriage, Power of Attorney or similar other document with the Company. 67. Closure of Register of The Board of Directors shall have power on giving not less than Members or debenture holder seven days pervious notice in accordance with section 91 and rules or other security holders. made thereunder close the Register of Members and/or the Register of debentures holders and/or other security holders at such time or times and for such period or periods, not exceeding thirty days at a time, and not exceeding in the aggregate forty five days at a time, and not exceeding in the aggregate forty five days in each year as it may seem expedient to the Board. 68. Custody of transfer Deeds. The instrument of transfer shall after registration be retained by the Company and shall remain in its custody. All instruments of transfer which the Directors may decline to register shall on demand be returned to the persons depositing the same. The Directors may cause to be destroyed all the transfer deeds with the Company after such period as they may determine. 461Article Articles Particulars No. 69. Application for transfer of Where an application of transfer relates to partly paid shares, the partly paid shares. transfer shall not be registered unless the Company gives notice of the application to the transferee and the transferee makes no objection to the transfer within two weeks from the receipt of the notice. 70. Notice to transferee. For this purpose the notice to the transferee shall be deemed to have been duly given if it is dispatched by prepaid registered post/speed post/ courier to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered in the ordinary course of post. 71. Recognition of legal (a) On the death of a Member, the survivor or survivors, where representative. the Member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only person recognized by the Company as having any title to his interest in the shares. (b) Before recognising any executor or administrator or legal representative, the Board may require him to obtain a Grant of Probate or Letters Administration or other legal representation as the case may be, from some competent court in India. Provided nevertheless that in any case where the Board in its absolute discretion thinks fit, it shall be lawful for the Board to dispense with the production of Probate or letter of Administration or such other legal representation upon such terms as to indemnity or otherwise, as the Board in its absolute discretion, may consider adequate (c) Nothing in clause (a) above shall release the estate of the deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 72. Titles of Shares of deceased The Executors or Administrators of a deceased Member or holders Member of a Succession Certificate or the Legal Representatives in respect of the Shares of a deceased Member (not being one of two or more joint holders) shall be the only persons recognized by the Company as having any title to the Shares registered in the name of such Members, and the Company shall not be bound to recognize such Executors or Administrators or holders of Succession Certificate or the Legal Representative unless such Executors or Administrators or Legal Representative shall have first obtained Probate or Letters of Administration or Succession Certificate as the case may be from a duly constituted Court in the Union of India provided that in any case where the Board of Directors in its absolute discretion thinks fit, the Board upon such terms as to indemnity or otherwise as the Directors may deem proper dispense with production of Probate or Letters of Administration or Succession Certificate and register Shares standing in the name of a deceased Member, as a Member. However, provisions of this Article are subject to Sections 72of the Companies Act. 73. Notice of application when to Where, in case of partly paid Shares, an application for registration be given is made by the transferor, the Company shall give notice of the application to the transferee in accordance with the provisions of Section 56 of the Act. 74. Registration of persons Subject to the provisions of the Act and these Articles, any person 462Article Articles Particulars No. entitled to share otherwise becoming entitled to any share in consequence of the death, lunacy, than by transfer. bankruptcy, insolvency of any member or by any lawful means (transmission clause). other than by a transfer in accordance with these presents, may, with the consent of the Directors (which they 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 this title as the Director shall require either be registered as member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as Member in respect of such shares; provided nevertheless that if such person shall elect to have his nominee registered he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance so he shall not be freed from any liability in respect of such shares. This clause is hereinafter referred to as the ‘Transmission Clause’. 75. Refusal to register nominee. Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse or suspend register a person entitled by the transmission to any shares or his nominee as if he were the transferee named in an ordinary transfer presented for registration. 76. Board may require evidence of Every transmission of a share shall be verified in such manner as transmission. the Directors may require and the Company may refuse to register any such transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity. 77. Company not liable for The Company shall incur no liability or responsibility whatsoever disregard of a notice in consequence of its registering or giving effect to any transfer of prohibiting registration of shares made, or purporting to be made by any apparent legal owner transfer. thereof (as shown or appearing in the Register or Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the same shares notwithstanding that the Company may have had 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 require to regard or attend or give effect to any notice which may be given to them 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 Directors shall so think fit. 78. Form of transfer Outside In the case of any share registered in any register maintained India. outside India the instrument of transfer shall be in a form recognized by the law of the place where the register is maintained but subject thereto shall be as near to the form prescribed in Form no. SH-4 hereof as circumstances permit. 79. No transfer to insolvent etc. No transfer shall be made to any minor, insolvent or person of unsound mind. 463Article Articles Particulars No. NOMINATION 80. Nomination i) Notwithstanding anything contained in the articles, every holder of securities of the Company may, at any time, nominate a person in whom his/her securities shall vest in the event of his/her death and the provisions of Section 72 of the Companies Act, 2013shall apply in respect of such nomination. ii) No person shall be recognized by the Company as a nominee unless an intimation of the appointment of the said person as nominee has been given to the Company during the lifetime of the holder(s) of the securities of the Company in the manner specified under Section 72of the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014 iii) The Company shall not be in any way responsible for transferring the securities consequent upon such nomination. iv) lf the holder(s) of the securities survive(s) nominee, then the nomination made by the holder(s) shall be of no effect and shall automatically stand revoked. 81. Transmission of Securities by A nominee, upon production of such evidence as may be required nominee by the Board and subject as hereinafter provided, elect, either- (i) to be registered himself as holder of the security, as the case may be; or (ii) to make such transfer of the security, as the case may be, as the deceased security holder, could have made; (iii) if the nominee elects to be registered as holder of the security, himself, as the case may be, he shall deliver or send to the Company, a notice in writing signed by him stating that he so elects and such notice shall be accompanied with the death certificate of the deceased security holder as the case may be; (iv) a nominee shall be entitled to the same dividends and other advantages to which he would be entitled to, if he were the registered holder of the security except that he shall not, before being registered as a member in respect of his security, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company. Provided further that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share or debenture, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable or rights accruing in respect of the share or debenture, until the requirements of the notice have been complied with. DEMATERIALISATION OF SHARES 82. Dematerialisation of Securities Subject to the provisions of the Act and Rules made thereunder the Company may offer its members facility to hold securities issued by it in dematerialized form. JOINT HOLDER 83. Joint Holders Where two or more persons are registered as the holders of any share they shall be deemed to hold the same as joint Shareholders with benefits of survivorship subject to the following and other provisions contained in these Articles. 464Article Articles Particulars No. 84. Joint and several liabilities for (a) The Joint holders of any share shall be liable severally as well all payments in respect of as jointly for and in respect of all calls and other payments shares. which ought to be made in respect of such share. Title of survivors. (b) on the death of any such joint holders the survivor or survivors shall be the only person recognized by the Company as having any title to the share but the Board may require such evidence of death as it may deem fit and nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability of shares held by them jointly with any other person; Receipts of one sufficient. (c) Any one of two or more joint holders of a share may give effectual receipts of any dividends or other moneys payable in respect of share; and Delivery of certificate and (d) only the person whose name stands first in the Register of giving of notices to first named Members as one of the joint holders of any share shall be holders. entitled to delivery of the certificate relating to such share or to receive documents from the Company and any such document served on or sent to such person shall deemed to be service on all the holders. SHARE WARRANTS 85. Power to issue share warrants The Company may issue warrants subject to and in accordance with provisions of the Act and accordingly the Board may in its discretion with respect to any Share which is fully paid upon application in writing signed by the persons 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 persons signing the application and on receiving the certificate (if any) of the Share, and the amount of the stamp duty on the warrant and such fee as the Board may, from time to time, require, issue a share warrant. 86. Deposit of share warrants (a) The bearer of a share warrant may at any time deposit the warrant at the Office of the Company, and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for call in a meeting of the Company, and of attending and voting and exercising the other privileges of a Member at any meeting held after the expiry of two clear days from the time of deposit, as if his name were inserted in the Register of Members as the holder of the Share included in the deposit warrant. (b) Not more than one person shall be recognized as depositor of the Share warrant. (c) The Company shall, on two day's written notice, return the deposited share warrant to the depositor. 87. Privileges and disabilities of (a) Subject as herein otherwise expressly provided, no person, the holders of share warrant being a bearer of a share warrant, shall sign a requisition for calling a meeting of the Company or attend or vote or exercise any other privileges of a Member at a meeting of the Company, or be entitled to receive any notice from the Company. (b) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register of Members as the holder of the Share included in the warrant, and he shall be a Member of the Company. 465Article Articles Particulars No. 88. Issue of new share warrant The Board may, from time to time, make bye-laws as to terms on coupons which (if it shall think fit), a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction. CONVERSION OF SHARES INTO STOCK 89. Conversion of shares into The Company may, by ordinary resolution in General Meeting. stock or reconversion. a) convert any fully paid-up shares into stock; and b) re-convert any stock into fully paid-up shares of any denomination. 90. Transfer of stock. The holders of stock may transfer the same or any part thereof in the same manner as and subject to the same regulation 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. 91. Rights of stock holders. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, participation in profits, voting at meetings of the Company, and other matters, as if they hold the shares for which the stock arose but no such privilege or advantage shall be conferred by an amount of stock which would not, if existing in shares , have conferred that privilege or advantage. 92. Regulations. Such of the regulations of the Company (other than those relating to share warrants), as are applicable to paid up share shall apply to stock and the words “share” and “shareholders” in those regulations shall include “stock” and “stockholders” respectively. BORROWING POWERS 93. Power to borrow. Subject to the provisions of the Act and these Articles, the Board may, from time to time at its discretion, by a resolution passed at a meeting of the Board generally raise or borrow money by way of deposits, loans, overdrafts, cash credit or by issue of bonds, debentures or debenture-stock (perpetual or otherwise) or in any other manner, or from any person, firm, company, co-operative society, anybody corporate, bank, institution, whether incorporated in India or abroad, Government or any authority or any other body for the purpose of the Company and may secure the payment of any sums of money so received, raised or borrowed; provided that the total amount borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) shall not without the consent of the Company in General Meeting exceed the aggregate of the paid up capital of the Company and its free reserves that is to say reserves not set apart for any specified purpose. 94. Issue of discount etc. or with Subject to the provisions of the Act and these Articles, any bonds, special privileges. debentures, debenture-stock or any other securities may be issued at a discount, premium or otherwise and with any special privileges and conditions as to redemption, surrender, allotment of shares, appointment of Directors or otherwise; provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General Meeting. 466Article Articles Particulars No. 95. Securing payment or The payment and/or repayment of moneys borrowed or raised as repayment of Moneys aforesaid or any moneys owing otherwise or debts due from the borrowed. Company may be secured in such manner and upon such terms and conditions in all respects as the Board may think fit, and in particular by mortgage, charter, lien or any other security upon all or any of the assets or property (both present and future) or the undertaking of the Company including its uncalled capital for the time being, or by a guarantee by any Director, Government or third party, and the bonds, debentures and debenture stocks and other securities may be made assignable, free from equities between the Company and the person to whom the same may be issued and also by a similar mortgage, charge or lien to secure and guarantee, the performance by the Company or any other person or company of any obligation undertaken by the Company or any person or Company as the case may be. 96. Bonds, Debentures etc. to be Any bonds, debentures, debenture-stock or their securities issued under the control of the or to be issued by the Company shall be under the control of the Directors. Board who may issue them upon such terms and conditions, and in such manner and for such consideration as they shall consider to be for the benefit of the Company. 97. Mortgage of uncalled Capital. If any uncalled capital of the Company is included in or charged by any mortgage or other security the Directors shall subject to the provisions of the Act and these Articles make calls on the members in respect of such uncalled capital in trust for the person in whose favour such mortgage or security is executed. 98. Indemnity may be given. Subject to the provisions of the Act and these Articles if the Directors or any of them or any other person shall incur or be about to incur any liability whether as principal or surely for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability. MEETINGS OF MEMBERS 99. Distinction between AGM All the General Meetings of the Company other than Annual & EGM. General Meetings shall be called Extra-ordinary General Meetings. 100. Extra-Ordinary General (a) The Directors may, whenever they think fit, convene an Extra- Meeting by Board and by Ordinary General Meeting and they shall on requisition of requisition requisition of Members made in compliance with Section 100 of the Act, forthwith proceed to convene Extra-Ordinary General Meeting of the members When a Director or any two (b) If at any time there are not within India sufficient Directors Members may call an Extra capable of acting to form a quorum, or if the number of Ordinary General Meeting Directors be reduced in number to less than the minimum number of Directors prescribed by these Articles and the continuing Directors fail or neglect to increase the number of Directors to that number or to convene a General Meeting, any Director or any two or more Members of the Company holding not less than one-tenth of the total paid up share capital of the Company may call for an Extra-Ordinary General Meeting in the same manner as nearly as possible as that in which meeting may be called by the Directors. 101. Meeting not to transact No General Meeting, Annual or Extraordinary shall be competent business not mentioned in to enter upon, discuss or transfer any business which has not been notice. mentioned in the notice or notices upon which it was convened. 467Article Articles Particulars No. 102. Chairman of General Meeting The Chairman (if any) of the Board of Directors shall be entitled to take the chair at every General Meeting, whether Annual or Extraordinary. If there is no such Chairman of the Board of Directors, or if at any meeting he is not present within fifteen minutes of the time appointed for holding such meeting or if he is unable or unwilling to take the chair, then the Vice Chairman of the Company so shall take the chair and preside the meeting. In the absence of the Vice Chairman as well, the Directors present may choose one of the Directors among themselves to preside the meeting. 103. Business confined to election No business, except the election of a Chairman or Vice Chairman, of Chairman or Vice shall be discussed at any General Meeting whilst the Chair is Chairman whilst chair is vacant. vacant. 104. Chairman with consent may a) The Chairperson may, with the consent of any meeting at adjourn meeting. which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. b) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. c) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. d) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 105. Chairman’s casting vote. In the case of an equality of votes the Chairman shall both on a show of hands, on a poll (if any) and e-voting, have casting vote in addition to the vote or votes to which he may be entitled as a Member. 106. In what case poll taken Any poll duly demanded on the election of Chairman or Vice without adjournment. Chairman of the meeting or any question of adjournment shall be taken at the meeting forthwith. 107. Demand for poll not to prevent The demand for a poll except on the question of the election of the transaction of other business. Chairman or Vice Chairman and of an adjournment shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded. VOTES OF MEMBERS 108. Members in arrears not to No Member shall be entitled to vote either personally or by proxy vote. at any General Meeting or Meeting of a class of shareholders either upon a show of hands, upon a poll or electronically, or be reckoned in a quorum 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 or lien. 468Article Articles Particulars No. 109. Number of votes each member Subject to the provision of these Articles and without prejudice to entitled. any special privileges, or restrictions as to voting for the time being attached to any class of shares for the time being forming part of the capital of the company, every Member, not disqualified by the last preceding Article shall be entitled to be present, and to speak and to vote at such meeting, and on a show of hands every member present in person shall have one vote and upon a poll the voting right of every Member present in person or by proxy shall be in proportion to his share of the paid-up equity share capital of the Company, Provided, however, if any preference shareholder is present at any meeting of the Company, save as provided in sub- section (2) of Section 47 of the Act, he shall have a right to vote only on resolution placed before the meeting which directly affect the rights attached to his preference shares. 110. Casting of votes by a member On a poll taken at a meeting of the Company a member entitled to entitled to more than one vote. more than one vote or his proxy or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. 111. Vote of member of unsound A member of unsound mind, or in respect of whom an order has mind and of minor been made by any court having jurisdiction in lunacy, or a minor may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 112. Postal Ballot Notwithstanding anything contained in the provisions of the Companies Act, 2013, and the Rules made there under, the Company may, and in the case of resolutions relating to such business as may be prescribed by such authorities from time to time, declare to be conducted only by postal ballot, shall, get any such business/ resolutions passed by means of postal ballot, instead of transacting the business in the General Meeting of the Company. 113. E-Voting A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once. 114. Votes of joint members. a) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. If more than one of the said persons remain present than the senior shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the joint holders shall be entitled to be present at the meeting. Several executors or administrators of a deceased Member in whose name share stands shall for the purpose of these Articles be deemed joints holders thereof. b) For this purpose, seniority shall be determined by the order in which the names stand in the register of members. 115. Votes may be given by proxy Votes may be given either personally or by attorney or by proxy or or by representative in case of a company, by a representative duly Authorised as mentioned in Articles 116. Representation of a body A body corporate (whether a company within the meaning of the corporate. Act or not) may, if it is member or creditor of the Company (including being a holder of debentures) authorise such person by resolution of its Board of Directors, as it thinks fit, in accordance with the provisions of Section 113 of the Act to act as its representative at any Meeting of the members or creditors of the Company or debentures holders of the Company. A person authorised by resolution as aforesaid shall be entitled to exercise 469Article Articles Particulars No. the same rights and powers (including the right to vote by proxy) on behalf of the body corporate as if it were an individual member, creditor or holder of debentures of the Company. 117. Members paying money in (a) A member paying the whole or a part of the amount advance. remaining unpaid on any share held by him although no part of that amount has been called up, shall not be entitled to any voting rights in respect of the moneys paid until the same would, but for this payment, become presently payable. Members not prohibited if (b) A member is not prohibited from exercising his voting rights share not held for any on the ground that he has not held his shares or interest in specified period. the Company for any specified period preceding the date on which the vote was taken. 118. Votes in respect of shares of Any person entitled under Article 73 (transmission clause) to deceased or insolvent transfer any share may vote at any General Meeting in respect members. thereof in the same manner as if he were the registered holder of such shares, provided that at least forty-eight hours before the time of holding the meeting or adjourned meeting, as the case may be at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares and give such indemnify (if any) as the Directors may require or the directors shall have previously admitted his right to vote at such meeting in respect thereof. 119. No votes by proxy on show of No Member shall be entitled to vote on a show of hands unless such hands. member is present personally or by attorney or is a body Corporate present by a representative duly Authorised under the provisions of the Act in which case such members, attorney or representative may vote on a show of hands as if he were a Member of the Company. In the case of a Body Corporate the production at the meeting of a copy of such resolution duly signed by a Director or Secretary of such Body Corporate and certified by him as being a true copy of the resolution shall be accepted by the Company as sufficient evidence of the authority of the appointment. 120. Appointment of a Proxy. Modification of rights-(a the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. 121. Form of proxy. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105. 122. Validity of votes given by A vote given in accordance with the terms of an instrument of proxy notwithstanding death proxy shall be valid notwithstanding the previous death or insanity of a member. of the Member, or revocation of the proxy or of any power of attorney which such proxy signed, or the transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death or insanity, revocation or transfer shall have been received at the office before the meeting or adjourned meeting at which the proxy is used. 123. Time for objections to votes. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. 470Article Articles Particulars No. 124. Chairperson of the Meeting to Any such objection raised to the qualification of any voter in due be the judge of validity of any time shall be referred to the Chairperson of the meeting, whose vote. decision shall be final and conclusive. DIRECTORS 125. Number of Directors Until otherwise determined by a General Meeting of the Company and subject to the provisions of Section 149 of the Act, the number of Directors (including Debenture and Alternate Directors) shall not be less than three and not more than fifteen. Provided that a company may appoint more than fifteen directors after passing a special resolution 126. Qualification shares. A Director of the Company shall not be bound to hold any Qualification Shares in the Company. 127. Nominee Directors. (a) Subject to the provisions of the Companies Act, 2013 and notwithstanding anything to the contrary contained in these Articles, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement (b) The Nominee Director/s so appointed shall not be required to hold any qualification shares in the Company nor shall be liable to retire by rotation. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s so appointed. The said Nominee Director/s shall be entitled to the same rights and privileges including receiving of notices, copies of the minutes, sitting fees, etc. as any other Director of the Company is entitled. (c) If the Nominee Director/s is an officer of any of the financial institution the sitting fees in relation to such nominee Directors shall accrue to such financial institution and the same accordingly be paid by the Company to them. The Financial Institution shall be entitled to depute observer to attend the meetings of the Board or any other Committee constituted by the Board. (d) The Nominee Director/s shall, notwithstanding anything to the Contrary contained in these Articles, be at liberty to disclose any information obtained by him/them to the Financial Institution appointing him/them as such Director/s. 128. Appointment of alternate The Board may appoint an Alternate Director to act for a Director Director. (hereinafter called “The Original Director”) during his absence for a period of not less than three months from India. An Alternate Director appointed under this Article shall not hold office for period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office if and when the Original Director returns to India. If the term of Office of the Original Director is determined before he so returns to India, any provision in the Act or in these Articles for the automatic re- appointment of retiring Director in default of another appointment shall apply to the Original Director and not to the Alternate Director. 129. Additional Director Subject to the provisions of the Act, the Board shall have power at any time and from time to time to appoint any other person to be an Additional Director. Any such Additional Director shall hold office only upto the date of the next Annual General Meeting. 471Article Articles Particulars No. 130. Directors power to fill casual Subject to the provisions of the Act, the Board shall have power at vacancies. any time and from time to time to appoint a Director, 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, who shall hold office only upto the date upto which the Director in whose place he is appointed would have held office if it had not been vacated by him. 131. Sitting Fees. Until otherwise determined by the Company in General Meeting, each Director other than the Managing/Whole-time Director (unless otherwise specifically provided for) shall be entitled to sitting fees not exceeding a sum prescribed in the Act (as may be amended from time to time) for attending meetings of the Board or Committees thereof. 132. Travelling expenses Incurred The Board of Directors may subject to the limitations provided in by Director on Company's the Act allow and pay to any Director who attends a meeting at a business. place other than his usual place of residence for the purpose of attending a meeting, such sum as the Board may consider fair, compensation for travelling, hotel and other incidental expenses properly incurred by him, in addition to his fee for attending such meeting as above specified. PROCEEDING OF THE BOARD OF DIRECTORS 133. Meetings of Directors. (a) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings as it thinks fit. (b) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 134. Chairman and Vice Chairman a) The Directors may from time to time elect from among their members a Chairperson of the Board as well as a Vice Chairman of the Board and determine the period for which he is to hold office. If at any meeting of the Board, the Chairman is not present within five minutes after the time appointed for holding the same, to the Vice Chairman shall preside at the meeting and in the absence of the Vice Chairman as well, the Directors present may choose one of the Directors among themselves to preside the meeting. b) Subject to Section 203 of the Act and rules made there under, one person can act as the Chairman as well as the Managing Director or Chief Executive Officer at the same time. 135. Questions at Board meeting Questions arising at any meeting of the Board of Directors shall be how decided. decided by a majority of votes and in the case of an equality of votes, the Chairman or the Vice Chairman, as the case may be will have a second or casting vote. 136. Continuing directors may act The continuing directors may act notwithstanding any vacancy in notwithstanding any vacancy the Board; but, if and so long as their number is reduced below the in the Board quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose. 137. Directors may appoint Subject to the provisions of the Act, the Board may delegate any of committee. their powers to a Committee consisting of such member or members of its body as it thinks fit, and it may from time to time revoke and discharge any such committee either wholly or in part and either as to person, or purposes, but every Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the 472Article Articles Particulars No. Board. All acts done by any such Committee in conformity with such regulations and in fulfillment of the purposes of their appointment but not otherwise, shall have the like force and effect as if done by the Board. 138. Committee Meetings how to be The Meetings and proceedings of any such Committee of the Board governed. consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding Article. 139. Chairperson of Committee a) A committee may elect a Chairperson of its meetings. Meetings b) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting. 140. Meetings of the Committee a) A committee may meet and adjourn as it thinks fit. b) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote. 141. Acts of Board or Committee Subject to the provisions of the Act, all acts done by any meeting shall be valid notwithstanding of the Board or by a Committee of the Board, or by any person defect in appointment. acting as a Director shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Director or persons acting as aforesaid, or that they or any of them were disqualified or had vacated office or that the appointment of any of them had been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid as if every such person had been duly appointed, and was qualified to be a Director. RETIREMENT AND ROTATION OF DIRECTORS 142. Power to fill casual vacancy Subject to the provisions of Section 161 of the Act, if the office of any Director appointed by the Company in General Meeting vacated before his term of office will expire in the normal course, the resulting casual vacancy may in default of and subject to any regulation in the Articles of the Company be filled by the Board of Directors at the meeting of the Board and the Director so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if had not been vacated as aforesaid. POWERS OF THE BOARD 143. Powers of the Board The business of the Company shall be managed by the Board who may exercise all such powers of the Company and do all such acts and things as may be necessary, unless otherwise restricted by the Act, or by any other law or by the Memorandum or by the Articles required to be exercised by the Company in General Meeting. However no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. 144. Certain powers of the Board Without prejudice to the general powers conferred by the Articles and so as not in any way to limit or restrict these powers, and without prejudice to the other powers conferred by these Articles, but subject to the restrictions contained in the Articles, it is hereby, declared that the Directors shall have the following powers, that is to say 473Article Articles Particulars No. To acquire any property , (1) Subject to the provisions of the Act, to purchase or rights etc. otherwise acquire any lands, buildings, machinery, premises, property, effects, assets, rights, creditors, royalties, business and goodwill of any person firm or company carrying on the business which this Company is authorised to carry on, in any part of India. To take on Lease. (2) Subject to the provisions of the Act to purchase, take on lease for any term or terms of years, or otherwise acquire any land or lands, with or without buildings and out-houses thereon, situate in any part of India, at such conditions as the Directors may think fit, and in any such purchase, lease or acquisition to accept such title as the Directors may believe, or may be advised to be reasonably satisfy. To erect & construct. (3) To erect and construct, on the said land or lands, buildings, houses, warehouses and sheds and to alter, extend and improve the same, to let or lease the property of the company, in part or in whole for such rent and subject to such conditions, as may be thought advisable; to sell such portions of the land or buildings of the Company as may not be required for the company; to mortgage the whole or any portion of the property of the company for the purposes of the Company; to sell all or any portion of the machinery or stores belonging to the Company. To pay for property. (4) At their discretion and subject to the provisions of the Act, the Directors may pay property rights or privileges acquired by, or services rendered to the Company, either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company, and any such share may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged. To insure properties of the (5) To insure and keep insured against loss or damage by fire or Company. otherwise for such period and to such extent as they may think proper all or any part of the buildings, machinery, goods, stores, produce and other moveable property of the Company either separately or co-jointly; also to insure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power. To open Bank accounts. (6) To open accounts with any Bank or Bankers and to pay money into and draw money from any such account from time to time as the Directors may think fit. To secure contracts by way of (7) To secure the fulfillment of any contracts or engagement mortgage. entered into by the Company by mortgage or charge on all or any of the property of the Company including its whole or part of its undertaking as a going concern and its uncalled capital for the time being or in such manner as they think fit. To accept surrender of shares. (8) To accept from any member, so far as may be permissible by law, a surrender of the shares or any part thereof, on such terms and conditions as shall be agreed upon. 474Article Articles Particulars No. To appoint trustees for the (9) To appoint any person to accept and hold in trust, for the Company. Company property belonging to the Company, or in which it is interested or for any other purposes and to execute and to do all such deeds and things as may be required in relation to any such trust, and to provide for the remuneration of such trustee or trustees. To conduct legal proceedings. (10) To institute, conduct, defend, compound or abandon any legal proceeding by or against the Company or its Officer, or otherwise concerning the affairs and also to compound and allow time for payment or satisfaction of any debts, due, and of any claims or demands by or against the Company and to refer any difference to arbitration, either according to Indian or Foreign law and either in India or abroad and observe and perform or challenge any award thereon. Bankruptcy &Insolvency (11) To act on behalf of the Company in all matters relating to bankruptcy insolvency. To issue receipts & give (12) To make and give receipts, release and give discharge for discharge. moneys payable to the Company and for the claims and demands of the Company. To invest and deal with money (13) Subject to the provisions of the Act, and these Articles to of the Company. invest and deal with any moneys of the Company not immediately required for the purpose thereof, upon such authority (not being the shares of this Company) or without security and in such manner as they may think fit and from time to time to vary or realise such investments. Save as provided in Section 187 of the Act, all investments shall be made and held in the Company’s own name. To give Security by way of (14) To execute in the name and on behalf of the Company in indemnity. favour of any Director or other person who may incur or be about to incur any personal liability whether as principal or as surety, for the benefit of the Company, such mortgage of the Company’s property (present or future) as they think fit, and any such mortgage may contain a power of sale and other powers, provisions, covenants and agreements as shall be agreed upon; To determine signing powers. (15) To determine from time to time persons who shall be entitled to sign on Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents and to give the necessary authority for such purpose, whether by way of a resolution of the Board or by way of a power of attorney or otherwise. Commission or share in (16) To give to any Director, Officer, or other persons employed profits. by the Company, a commission on the profits of any particular business or transaction, or a share in the general profits of the company; and such commission or share of profits shall be treated as part of the working expenses of the Company. Bonus etc. to employees. (17) To give, award or allow any bonus, pension, gratuity or compensation to any employee of the Company, or his widow, children, dependents, that may appear just or proper, whether such employee, his widow, children or dependents have or have not a legal claim on the Company 475Article Articles Particulars No. Transfer to Reserve Funds. (18) To set aside out of the profits of the Company such sums as they may think proper for depreciation or the depreciation funds or to insurance fund or to an export fund, or to a Reserve Fund, or Sinking Fund or any special fund to meet contingencies or repay debentures or debenture-stock or for equalizing dividends or for repairing, improving, extending and maintaining any of the properties of the Company and for such other purposes (including the purpose referred to in the preceding clause) as the Board may, in the absolute discretion think conducive to the interests of the Company, and subject to Section 179 of the Act, to invest the several sums so set aside or so much thereof as may be required to be invested, upon such investments (other than shares of this Company) as they may think fit and from time to time deal with and vary such investments and dispose of and apply and extend all or any part thereof for the benefit of the Company notwithstanding the matters to which the Board apply or upon which the capital moneys of the Company might rightly be applied or expended and divide the reserve fund into such special funds as the Board may think fit; with full powers to transfer the whole or any portion of a reserve fund or division of a reserve fund to another fund and with the full power to employ the assets constituting all or any of the above funds, including the depredation fund, in the business of the company or in the purchase or repayment of debentures or debenture-stocks and without being bound to keep the same separate from the other assets and without being bound to pay interest on the same with the power to the Board at their discretion to pay or allow to the credit of such funds, interest at such rate as the Board may think proper. To appoint and remove (19) To appoint, and at their discretion remove or suspend such officers and other employees. general manager, managers, secretaries, assistants, supervisors, scientists, technicians, engineers, consultants, legal, medical or economic advisers, research workers, labourers, clerks, agents and servants, for permanent, temporary or special services as they may from time to time think fit, and to determine their powers and duties and to fix their salaries or emoluments or remuneration and to require security in such instances and for such amounts they may think fit and also from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they think fit and the provisions contained in the next following clauses shall be without prejudice to the general powers conferred by this clause. To appoint Attorneys. (20) At any time and from time to time by power of attorney under the seal of the Company, to appoint any person or persons to be the Attorney or attorneys of the Company, for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these presents and excluding the power to make calls and excluding also except in their limits authorised by the Board the power to make loans and borrow moneys) and for such period and subject to such conditions as the Board may 476Article Articles Particulars No. from time to time think fit, and such appointments may (if the Board think fit) be made in favour of the members or any of the members of any local Board established as aforesaid or in favour of any Company, or the shareholders, directors, nominees or manager of any Company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board and any such powers of attorney may contain such powers for the protection or convenience for dealing with such Attorneys as the Board may think fit, and may contain powers enabling any such delegated Attorneys as aforesaid to sub-delegate all or any of the powers, authorities and discretion for the time being vested in them To enter into contracts. (21) Subject to Sections 188 of the Act, for or in relation to any of the matters aforesaid or otherwise for the purpose of the Company to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient. To make rules. (22) From time to time to make, vary and repeal rules for the regulations of the business of the Company its Officers and employees. To effect contracts etc. (23) To effect, make and enter into on behalf of the Company all transactions, agreements and other contracts within the scope of the business of the Company. To apply & obtain concessions (24) To apply for, promote and obtain any act, charter, privilege, licenses etc. concession, license, authorization, if any, Government, State or municipality, provisional order or license of any authority for enabling the Company to carry any of this objects into effect, or for extending and any of the powers of the Company or for effecting any modification of the Company’s constitution, or for any other purpose, which may seem expedient and to oppose any proceedings or applications which may seem calculated, directly or indirectly to prejudice the Company’s interests. To pay commissions or (25) To pay and charge to the capital account of the Company any interest. commission or interest lawfully payable there out under the provisions of Sections 40 of the Act and of the provisions contained in these presents. To redeem preference shares. (26) To redeem preference shares. To assist charitable or (27) To subscribe, incur expenditure or otherwise to assist or to benevolent institutions. guarantee money to charitable, benevolent, religious, scientific, national or any other institutions or subjects which shall have any moral or other claim to support or aid by the Company, either by reason of locality or operation or of public and general utility or otherwise. (28) To pay the cost, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company. (29) To pay and charge to the capital account of the Company any commission or interest lawfully payable thereon under the provisions of Sections 40 of the Act. 477Article Articles Particulars No. (30) To provide for the welfare of Directors or ex-Directors or employees or ex-employees of the Company and their wives, widows and families or the dependents or connections of such persons, by building or contributing to the building of houses, dwelling or chawls, or by grants of moneys, pension, gratuities, allowances, bonus or other payments, or by creating and from time to time subscribing or contributing, to provide other associations, institutions, funds or trusts and by providing or subscribing or contributing towards place of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Board shall think fit and subject to the provision of Section 181 of the Act, to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or object which shall have any moral or other claim to support or aid by the Company, either by reason of locality of operation, or of the public and general utility or otherwise. (31) To purchase or otherwise acquire or obtain license for the use of and to sell, exchange or grant license for the use of any trade mark, patent, invention or technical know-how. (32) To sell from time to time any Articles, materials, machinery, plants, stores and other Articles and thing belonging to the Company as the Board may think proper and to manufacture, prepare and sell waste and by-products. (33) From time to time to extend the business and undertaking of the Company by adding, altering or enlarging all or any of the buildings, factories, workshops, premises, plant and machinery, for the time being the property of or in the possession of the Company, or by erecting new or additional buildings, and to expend such sum of money for the purpose aforesaid or any of them as they be thought necessary or expedient. (34) To undertake on behalf of the Company any payment of rents and the performance of the covenants, conditions and agreements contained in or reserved by any lease that may be granted or assigned to or otherwise acquired by the Company and to purchase the reversion or reversions, and otherwise to acquire on free hold sample of all or any of the lands of the Company for the time being held under lease or for an estate less than freehold estate. (35) To improve, manage, develop, exchange, lease, sell, resell and re- purchase, dispose off, deal or otherwise turn to account, any property (movable or immovable) or any rights or privileges belonging to or at the disposal of the Company or in which the Company is interested. (36) To let, sell or otherwise dispose of subject to the provisions of Section 180 of the Act and of the other Articles any property of the Company, either absolutely or conditionally and in such manner and upon such terms and conditions in all respects as it thinks fit and to accept payment in satisfaction for the same in cash or otherwise as it thinks fit. (37) Generally subject to the provisions of the Act and these Articles, to delegate the powers/authorities and discretions 478Article Articles Particulars No. vested in the Directors to any person(s), firm, company or fluctuating body of persons as aforesaid. (38) To comply with the requirements of any local law which in their opinion it shall in the interest of the Company be necessary or expedient to comply with. MANAGING AND WHOLE-TIME DIRECTORS 145. Powers to appoint Managing/ a) Subject to the provisions of the Act and of these Articles, the Whole-time Directors. Directors may from time to time in Board Meetings appoint one or more of their body to be a Managing Director or Managing Directors or whole-time Director or whole-time Directors of the Company for such term not exceeding five years at a time as they may think fit to manage the affairs and business of the Company, and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places. b) The Managing Director or Managing Directors or whole-time Director or whole-time Directors so appointed shall be liable to retire by rotation. A Managing Director or Whole-time Director who is appointed as Director immediately on the retirement by rotation shall continue to hold his office as Managing Director or Whole-time Director and such re- appointment as such Director shall not be deemed to constitute a break in his appointment as Managing Director or Whole-time Director 146. Remuneration of Managing or The remuneration of a Managing Director or a Whole-time Whole-time Director. Director (subject to the provisions of the Act and of these Articles and of any contract between him and the Company) shall from time to time be fixed by the Directors, and may be, by way of fixed salary, or commission on profits of the Company, or by participation in any such profits, or by any, or all of these modes. 147. Powers and duties of (1) Subject to control, direction and supervision of the Board of Managing Director or Whole- Directors, the day-today management of the company will time Director. be in the hands of the Managing Director or Whole-time Director appointed in accordance with regulations of these Articles of Association with powers to the Directors to distribute such day- to-day management functions among such Directors and in any manner as may be directed by the Board. (2) The Directors may from time to time entrust to and confer upon the Managing Director or Whole-time Director for the time being save as prohibited in the Act, such of the powers exercisable under these presents by the Directors as they may think fit, and may confer such objects and purposes, and upon such terms and conditions, and with such restrictions as they think expedient; and they may subject to the provisions of the Act and these Articles confer such powers, either collaterally with or to the exclusion of, and in substitution for, all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any such powers. (3) The Company’s General Meeting may also from time to 479Article Articles Particulars No. time appoint any Managing Director or Managing Directors or Whole-time Director or Whole-time Directors of the Company and may exercise all the powers referred to in these Articles. (4) The Managing Director shall be entitled to sub-delegate (with the sanction of the Directors where necessary) all or any of the powers, authorities and discretions for the time being vested in him in particular from time to time by the appointment of any attorney or attorneys for the management and transaction of the affairs of the Company in any specified locality in such manner as they may think fit. (5) Notwithstanding anything contained in these Articles, the Managing Director is expressly allowed generally to work for and contract with the Company and especially to do the work of Managing Director and also to do any work for the Company upon such terms and conditions and for such remuneration (subject to the provisions of the Act) as may from time to time be agreed between him and the Directors of the Company. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER 148. Board to appoint Chief a) Subject to the provisions of the Act,— Executive Officer/ Manager/ i. A chief executive officer, manager, company secretary or Company Secretary/ Chief chief financial officer may be appointed by the Board for Financial Officer such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board; ii. A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. b) A provision of the Act or these regulations 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 done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. THE SEAL 149. The seal, its custody and use. (a) The Board shall provide a Common Seal for the purposes of the Company, and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for the safe custody of the Seal for the time being, and the Seal shall never be used except by the authority of the Board or a Committee of the Board previously given. (b) The Company shall also be at liberty to have an Official Seal in accordance with of the Act, for use in any territory, district or place outside India. 150. Deeds how executed. The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a 480Article Articles Particulars No. committee of the Board authorized by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. DIVIDEND AND RESERVES 151. Division of profits. (1) 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. (2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. (3) 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. 152. The company in General The Company in General Meeting may declare dividends, to be Meeting may declare paid to members according to their respective rights and interests Dividends. in the profits and may fix the time for payment and the Company shall comply with the provisions of Section 127 of the Act, but no dividends shall exceed the amount recommended by the Board of Directors, but the Company may declare a smaller dividend in general meeting. 153. Transfer to reserves a) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for 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, thinks fit. b) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve. 154. Interim Dividend. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company. 155. Debts may be deducted. The Directors may retain any dividends on which the Company has a lien and may apply the same in or towards the satisfaction of the debts, liabilities or engagements in respect of which the lien exists. 481Article Articles Particulars No. 156. Capital paid up in advance No amount paid or credited as paid on a share in advance of calls not to earn dividend. shall be treated for the purposes of this articles as paid on the share. 157. Dividends in proportion to All dividends shall be apportioned and paid proportionately to the amount paid-up. amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividends as from a particular date such share shall rank for dividend accordingly. 158. Retention of dividends until The Board of Directors may retain the dividend payable upon completion of transfer under shares in respect of which any person under Articles has become Articles . entitled to be a member, or any person under that Article is entitled to transfer, until such person becomes a member, in respect of such shares or shall duly transfer the same. 159. No Member to receive No member shall be entitled to receive payment of any interest or dividend whilst indebted to the dividend or bonus in respect of his share or shares, whilst any company and the Company’s money may be due or owing from him to the Company in respect right of reimbursement of such share or shares (or otherwise however, either alone or thereof. jointly with any other person or persons) and the Board of Directors may deduct from the interest or dividend payable to any member all such sums of money so due from him to the Company. 160. Effect of transfer of shares. A transfer of shares does not pass the right to any dividend declared thereon before the registration of the transfer. 161. Dividend to joint holders. Any one of several persons who are registered as joint holders of any share may give effectual receipts for all dividends or bonus and payments on account of dividends in respect of such share. 162. Dividends how remitted. a) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. b) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. 163. Notice of dividend. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. 164. No interest on Dividends. No unclaimed dividend shall be forfeited before the claim becomes barred by law and no unpaid dividend shall bear interest as against the Company. CAPITALIZATION 482Article Articles Particulars No. 165. Capitalization. (1) The Company in General Meeting may, upon the recommendation of the Board, resolve: (a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts, or to the credit of the Profit and Loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (2) The sums aforesaid shall not be paid in cash but shall be applied subject to the provisions contained in clause (3) either in or towards: (i) paying up any amounts for the time being unpaid on any shares held by such members respectively; (ii) paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportions aforesaid; or (iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii). (3) A Securities Premium Account and Capital Redemption Reserve Account may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be issued to members of the Company and fully paid bonus shares. (4) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation. 166. Fractional Certificates. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall — (a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby and all allotments and issues of fully paid shares, if any, and (b) generally to do all acts and things required to give effect thereto. (2) The Board shall have full power - (a) to make such provision, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, in case of shares becoming distributable in fractions; and also (b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such 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 amounts or any part of the amounts remaining unpaid on their existing shares. (3) Any agreement made under such authority shall be effective and binding on all such members. That for the purpose of giving effect to any resolution, under the preceding paragraph of this Article, the Directors may give such directions as may be necessary and settle any questions or difficulties that may arise in regard to any issue including distribution of new equity shares and fractional 483Article Articles Particulars No. certificates as they think fit 167. Inspection of Minutes Books of (1) The books containing the minutes of the proceedings of any General Meetings. General Meetings of the Company shall be open to inspection of members without charge on such days and during such business hours as may consistently with the provisions of Section 119 of the Act be determined by the Company in General Meeting and the members will also be entitled to be furnished with copies thereof on payment of regulated charges. (2) Any member of the Company shall be entitled to be furnished within seven days after he has made a request in that behalf to the Company with a copy of any minutes referred to in sub- clause (1) hereof on payment of Rs. 10 per page or any part thereof. 168. Inspection of Accounts a) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors. b) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the Board or by the company in general meeting. FOREIGN REGISTER 169. Foreign Register. The Company may exercise the powers conferred on it by the provisions of the Act with regard to the keeping of Foreign Register of its Members or Debenture holders, and the Board may, subject to the provisions of the Act, make and vary such regulations as it may think fit in regard to the keeping of any such Registers. DOCUMENTS AND SERVICE OF NOTICES 170. Signing of documents & Any document or notice to be served or given by the Company be notices to be served or given. signed by a Director or such person duly authorised by the Board for such purpose and the signature may be written or printed or lithographed. 171. Authentication of documents Save as otherwise expressly provided in the Act, a document and proceedings. or proceeding requiring authentication by the company may be signed by a Director, the Manager, or Secretary or other Authorised Officer of the Company and need not be under the Common Seal of the Company. WINDING UP 172. Subject to the provisions of Chapter XX of the Act and rules made thereunder— (i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in 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. (ii) 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. (iii) The liquidator may, with the like sanction, vest the whole or 484Article Articles Particulars No. any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. INDEMNITY 173. Directors’ and others right to Subject to provisions of the Act, every Director, or Officer or indemnity. Servant of the Company or any person (whether an Officer of the Company or not) employed by the Company as Auditor, shall be indemnified by the Company against and it shall be the duty of the Directors to pay, out of the funds of the Company, all costs, charges, losses and damages which any such person may incur or become liable to, by reason of any contract entered into or act or thing done, concurred in or omitted to be done by him in any way in or about the execution or discharge of his duties or supposed duties (except such if any as he shall incur or sustain through or by his own wrongful act neglect or default) including expenses, and in particular and so as not to limit the generality of the foregoing provisions, against all liabilities incurred by him as such Director, Officer or Auditor or other officer of the Company in defending any proceedings whether civil or criminal in which judgment is given in his favor, or in which he is acquitted or in connection with any application under Section 463 of the Act on which relief is granted to him by the Court. 174. Not responsible for acts of Subject to the provisions of the Act, no Director, Managing others Director or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Directors or Officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Company through insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, company or corporation, with whom any moneys, securities or effects shall be entrusted or deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss or damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own dishonesty. SECRECY 175. Secrecy (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the company shall, if so required by the Directors, before entering upon his duties, sign a declaration pleading himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matter which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by any meeting or by a Court of Law and except so far as may be necessary in order to comply with any of the provisions in these presents contained. 485Article Articles Particulars No. Access to property (b) No member or other person (other than a Director) shall be information etc. entitled to enter the property of the Company or to inspect or examine the Company's premises or properties or the books of accounts of the Company without the permission of the Board of Directors of the Company for the time being or to require discovery of or any information in respect of any detail of the Company's trading or any matter which is or may be in the nature of trade secret, mystery of trade or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the Company to disclose or to communicate. 486SECTION IX – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following documents and contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company and includes contracts entered into until the date of this Draft Red Herring Prospectus) which are, or may be deemed material will be attached to the copy of the Red Herring Prospectus and filed with the RoC (except for such contracts and documents executed after the filing of the Red Herring Prospectus). Copies of the contracts and documents for inspection referred to hereunder, may be inspected at our Registered office, from 10.00 am to 5.00 pm on all Working Days and will also be available on the website of our Company at www.rksteel.co.in from the date of the Red Herring Prospectus until the Bid/Issue Closing Date, except for such contracts and documents that will be entered into or executed subsequent to the completion of 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 other parties, without reference to the Shareholders, subject to compliance of the provisions contained in the Companies Act and other Applicable Law. Material Contracts to the Issue 1. Issue Agreement dated February 4, 2025 entered into between our Company and the BRLM. 2. Registrar Agreement dated February 5, 2025 entered into between our Company and the Registrar to the Issue. 3. Sponsor Bank Agreement dated [●] entered into between our Company, the BRLM, the Syndicate Members, Banker(s) to the Issue and the Registrar to the Issue. 4. Syndicate Agreement dated [●] entered into between the BRLM, members of the Syndicate, our Company, and the Registrar to the Issue 5. Monitoring Agency Agreement dated [●] entered into between the Company and the Monitoring Agency. 6. Underwriting Agreement dated [●] entered into between our Company and the Underwriters. 7. Tripartite Agreement dated September 18, 2024 among our Company, NSDL and the Registrar to the Issue. 8. Tripartite Agreement dated March 2, 2024 among our Company, CDSL and the Registrar to the Issue. Material Documents 1. Certified copies of our Memorandum of Association and Articles of Association, as amended until date. 2. Certificate of incorporation dated April 17, 2006 issued pursuant to incorporation as a private limited company. 3. Fresh certificate of incorporation dated January 9, 2024, consequent upon conversion from private company to public company and consequent upon change in the name of the Company from “R k Steel Manufacturing Company Private Limited” to “R. K. Steel Manufacturing Company Limited”. 4. Resolution of the Board of Directors of the Company dated November 8, 2024 approving the Issue and other related matters. 5. Resolution of the Shareholders of the Company dated November 20, 2024 approving the Fresh Issue and other related matters. 6. Resolution of the Board of Directors of our Company dated September 30, 2025 approving this Draft Red Herring Prospectus for filing with SEBI and the Stock Exchanges. 7. Shareholders’ Resolutions dated September 30, 2024 approving the terms of appointment and remuneration of Pramod Kumar Bhalotia as Managing Director. 8. Shareholders’ Resolutions dated September 30, 2024 approving the terms of appointment and remuneration of Abhishek Bhalotia as Whole Time Director. 9. Copies of annual reports of our Company for the last three Fiscals. 10. Statement of special tax benefits dated September 19, 2025 from the Statutory Auditors included in this Draft Red Herring Prospectus. 11. Consent of the Statutory Auditors dated September 19, 2025 to include their name as required under Section 26(5) of the Companies Act read with SEBI ICDR Regulations and referred to as an “expert” as defined under Section 2(38) of the Companies Act to the extent and in their capacity as the Statutory 487Auditor, and for inclusion of their examination report dated September 19, 2025 on examination of our Restated Financial Statement and the statement of possible special tax benefits in the form and context in which it appears in this Draft Red Herring Prospectus. 12. Certificate dated September 19, 2025, from September 19, 2025, Chartered Accountants, Statutory Auditors verifying the Key Performance Indicators (KPIs). 13. Consents of our Promtoers, Directors, Bankers to our Company, the BRLM, Registrar to the Issue, Legal Counsels to the Issue, Lenders to the Company (where such consent is required), D&B India, Company Secretary and Compliance Officer of our Company, Chief Financial Officer, as referred to, in their respective capacities. 14. Certificate dated July 3, 2025 from Independent Chartered Engineer in respect of details in relation to capacity and capacity utilization of manufacturing unit of our Company. 15. Consent dated July 3 2025 from the independent chartered engineer to include their name in this Draft Red Herring Prospectus and be named as an “expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as an independent chartered engineer, and in respect of the certificate issued by him 16. Resolution dated September 19, 2025, passed by the Audit Committee approving the key performance indicators. 17. Industry report titled “Industry Report on Indian Steel Pipes & Tubes” dated September 19, 2025 prepared and issued by Dun & Bradstreet Information. Services India Private Limited (“D&B India”), appointed by us on November 8, 2024, and exclusively commissioned and paid for by us in connection with the Issue 18. Certificate dated September 19, 2025 from Mahesh C Solanki & Co, Chartered Accountants to include details regarding working capital requirements of the Company. 19. In-principle listing approvals each dated [●] from BSE and NSE. 20. Due diligence certificate to SEBI from the BRLM, dated September 30, 2025. 21. SEBI final observation letter number [●] dated [●]. 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 statutes. 488DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as 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, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements in this Draft Red Herring Prospectus are true and correct. ______________________________ Pramod Kumar Bhalotia Managing Director DIN: 01115735 Date: September 30, 2025 Place: Chennai, Tamil Nadu, India 489DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as 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, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements in this Draft Red Herring Prospectus are true and correct. ______________________________ Abhishek Bhlotia Whole-time Director DIN: 07624387 Date: September 30, 2025 Place: Chennai, Tamil Nadu, India 490DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as 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, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements in this Draft Red Herring Prospectus are true and correct. ______________________________ Beena Bhalotia Non-Executive Director DIN: 02678849 Date: September 30, 2025 Place: Chennai, Tamil Nadu, India 491DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as 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, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements in this Draft Red Herring Prospectus are true and correct. ______________________________ Saimathy Soupramanien Independent Director DIN: 07657046 Date: September 30, 2025 Place: Chennai, Tamil Nadu, India 492DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as 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, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements in this Draft Red Herring Prospectus are true and correct. ______________________________ C Rajendran Independent Director DIN: 10345090 Date: September 30, 2025 Place: Chennai, Tamil Nadu, India 493DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as 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, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements in this Draft Red Herring Prospectus are true and correct. ______________________________ S. Krishnamachari Independent Director DIN: 10698035 Date: September 30, 2025 Place: Chennai, Tamil Nadu, India 494DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as 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, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements in this Draft Red Herring Prospectus are true and correct. ______________________________ Sanjay Bhalotia Chief Financial Officer Date: September 30, 2025 Place: Chennai, Tamil Nadu, India 495